What changed in this filing

/stocks — the workspaceLOADING

Item 9A. Controls and Procedures

2026-03-17 compared with 2025-03-20 · 591 added, 607 removed, 859 unchanged (58% of the section changed)

2 unchanged sentences

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in our reports filed under the Exchange Act, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms.

Disclosure controls are also designed with the objective of reasonably ensuring that such information is accumulated and communicated to our management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure.

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer (our “Certifying Officers”), the effectiveness of our disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act.

Disclosure controls are also designed with the objective of reasonably ensuring that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer (collectively, the “Certifying Officers”), as appropriate to allow timely decisions regarding required disclosure.

Our management, with the participation of our Certifying Officers, evaluated the effectiveness of our disclosure controls and procedures as of December 31, 2025, pursuant to Rule 13a-15(b) of the Exchange Act.

Based upon that evaluation, our Certifying Officers concluded that, as of December 31, 2025, our disclosure controls and procedures were effective at a reasonable assurance level.

2 unchanged sentences

Management’s Report on Internal Control Over Financial Reporting

Our management, including our Chief Executive Officer and Chief Financial Officer, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.

Our management, including our Certifying Officers, is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act.

Our internal control over financial reporting is a process designed under the supervision of the Company’s Certifying Officers, and effected by the Company’s board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our consolidated financial statements for external purposes in accordance with GAAP.

Because of its inherent limitations, internal control over financial reporting may not detect or prevent misstatements.

Also, projections of any evaluation of the effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

In November 2024, we acquired the remaining 50% of common units of LeoStella LLC (“LeoStella”) and LeoStella became a wholly-owned subsidiary of BlackSky.

As part of the ongoing integration of LeoStella, we are in the process of incorporating the controls and related procedures of this businesses.

As permitted by the SEC rules, management's assessment and conclusion on the effectiveness of our internal control over financial reporting as of December 31, 2024 excludes an assessment of the internal control over financial reporting of LeoStella, acquired on November 6, 2024.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2025 based on the criteria for effective internal control over financial reporting established in Internal Control— Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013.

and management believes that we maintained effective internal control over financial reporting as of December 31, 2024 based on those criteria.

Attestation Report of the Registered Public Accounting Firm

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting for as long as we are a non-accelerated filer.

Management believes that we maintained effective internal control over financial reporting as of December 31, 2025 based on those criteria.

The effectiveness of our internal control over financial reporting as of December 31, 2025 has been audited by Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their report, which is included in Item 9A of this Annual Report on Form 10-K.

Changes in Internal Control Over Financial Reporting

In November 2024, we acquired the remaining 50% of common units of LeoStella and LeoStella became a wholly-owned subsidiary of BlackSky.

As part of the ongoing integration of LeoStella, we are in the process of incorporating the controls and related procedures of this businesses.

Other than incorporating controls for LeoStella, there was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

There was no change in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the quarter ended December 31, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Report of Independent Registered Public Accounting Firm

To the shareholders and the Board of Directors of BlackSky Technology Inc.

Herndon, Virginia

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of BlackSky Technology Inc.

and subsidiaries (the “Company”) as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2025, of the Company and our report dated March 17, 2026 expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting.

Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.

We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.

A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Deloitte & Touche LLP

March 17, 2026

OTHER INFORMATION

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The documents listed below are incorporated by reference or are filed with this report, in each case as indicated therein.

Exhibit Description Form SEC File No.

Filing Date Filed or Furnished Herewith

Exhibit Description

Filed or Furnished Herewith

Agreement and Plan of Merger, dated as of February 17, 2021, by and among Osprey Technology Acquisition Corp., Osprey Technology Merger Sub, Inc., and BlackSky Technology Inc.

424(b)(3) 333-256103 Annex A August 11, 2021

August 11, 2021

Amended and Restated Certificate of Incorporation of the Company, as amended

March 20, 2025

Amended and Restated Bylaws of the Company

8-K 001-39113 3.2 September 15, 2021

September 15, 2021

Specimen Common Stock Certificate

March 20, 2025

Form of Indenture

S-3 333-267889 4.3 October 14, 2022

November 26, 2025

Specimen Warrant Certificate

March 20, 2025

Warrant Agreement, dated October 31, 2019, between Continental Stock Transfer & Trust Company and Osprey Technology Acquisition Corp.

8-K 001-39113 4.1 November 5, 2019

November 5, 2019

Description of Securities

March 20, 2025

Form of Warrant

8-K 001-39113 4.1

March 9, 2023

Indenture, dated as of July 22, 2025, by and between BlackSky Technology Inc.

Bank Trust Company, National Association, as Trustee

July 22, 2025

Form of Global Note, representing BlackSky Technology Inc.’s 8.25% Convertible Senior Notes due 2033

July 22, 2025

BlackSky Technology Inc.

2021 Equity Incentive Plan

424(b)(3) 333-256103 Annex E August 11, 2021

August 11, 2021

BlackSky Technology Inc.

2021 Employee Stock Purchase Plan

424(b)(3) 333-256103 Annex F August 11, 2021

August 11, 2021

BlackSky Technology Inc.

Outside Director Compensation Policy

March 20, 2025

BlackSky Technology Inc.

Form of Indemnification Agreement

8-K 001-39113 10.4 September 15, 2021

September 15, 2021

Right of First Offer Agreement, dated as of October 31, 2019, by and between Spaceflight Industries, Inc.

and Intelsat Jackson Holdings, S.A.

S-4 333-256103 10.10 May 13, 2021

Sponsor Support Agreement, dated as of February 17, 2021, by and among BlackSky Holdings, Inc., Osprey Sponsor II, LLC, and Osprey Technology Acquisition Corp.

1 unchanged sentence

Form of Registration Rights Agreement

8-K 001-39113 10.5 February 22, 2021

February 22, 2021

Form of Subscription Agreement

8-K 001-39113 10.1 February 22, 2021

February 22, 2021

Offer Letter from BlackSky Holdings Inc.

to Brian O’Toole, dated August 18, 2021

8-K 001-39113 10.1 August 18, 2021

August 18, 2021

Offer Letter from BlackSky Holdings Inc.

to Henry Dubois, dated August 18, 2021

8-K 001-39113 10.3 August 18, 2021

August 18, 2021

Exhibit Description

Filed or Furnished Herewith

Amendment to Offer Letter from BlackSky Holdings Inc.

to Henry Dubois, dated June 10, 2022

10-Q 001-39113 10.2 August 10, 2022

August 10, 2022

Offer Letter from BlackSky Holdings Inc.

to Chris Lin, dated August 18, 2021

8-K 001-39113 10.4 August 18, 2021

Exhibit Description Form SEC File No.

Filing Date Filed or Furnished Herewith

Amended and Restated Loan and Security Agreement, dated October 31, 2019, by and between Intelsat Jackson Holdings SA, Seahawk SPV Investment LLC, Spaceflight Industries, Inc.

and its subsidiaries.

S-4/A 333-256103 10.17 June 28, 2021

First Amendment, Consent and Joinder to Amended and Restated Loan and Security Agreement, dated as of September 9, 2021, by and among BlackSky Holdings, Inc.

and the subsidiaries named therein, Intelsat Jackson Holdings SA and Seahawk SPV Investment LLC

8-K 001-39113 10.5 September 15, 2021

Second Amendment to Amended and Restated Loan and Security Agreement, dated as of May 9, 2023 , by and among BlackSky Technology Inc.

and the subsidiaries named therein, Intelsat Jackson Holdings SA and Seahawk SPV Investment LLC

August 18, 2021

BlackSky HQ Lease Agreement, dated November 20, 2023, by and between 2411 Dulles Corner Metro Owner LLC and BlackSky Holdings, Inc.

1 unchanged sentence

BlackSky Technology Inc.

Executive Change in Control and Severance Plan, adopted August 16, 2021, and form of P articipation A greement attached as A ppendix A

Executive Change in Control and Severance Plan, adopted August 16, 2021, and form of Participation Agreement attached as Appendix A

August 18, 2021

Form of Stock Option Agreement under the BlackSky 2021 Equity Incentive Plan

S-8 333-261778 4.4 December 20, 2021

December 20, 2021

Form of Restricted Stock Unit Agreement under the BlackSky 2021 Equity Incentive Plan

S-8 333-261778 4.5 December 20, 2021

December 20, 2021

Form of Stock Appreciation Right Agreement under the BlackSky 2021 Equity Incentive Plan

S-8 333-261778 4.7 December 20, 2021

December 20, 2021

Form of Restricted Stock Award Agreement under the BlackSky 2021 Equity Incentive Plan

S-8 333-261778 4.6 December 20, 2021

December 20, 2021

BlackSky Holdings, Inc.

2014 Equity Incentive Plan

S-8 333-261778 4.8 December 20, 2021

December 20, 2021

Form of Restricted Stock Unit Agreement under the BlackSky 2014 Equity Incentive Plan

S-8 333-261778 4.4 March 4, 2022

March 4, 2022

Executive Incentive Compensation Plan

10-K 001-39113 10.34 March 31, 2022

March 31, 2022

NRO Contract, dated May 23, 2022, by and between the National Reconnaissance Office and BlackSky Technology Inc.

10-Q 001-39113 10.1 August 10, 2022

August 10, 2022

Open Market Sale Agreement, dated December 15, 2022, by and between BlackSky Technology Inc.

and Jefferies LLC

8-K 001-39113 1.1 December 15, 2022

December 15, 2022

Form of Registration Rights Agreement, dated as of March 6, 2023, by and among the Company and the Investors

001-39113 10.2

March 9, 2023

2 unchanged sentences

March 20, 2024

Loan and Security Agreement, dated as of April 11, 2024, by and among BlackSky Technology Inc., BlackSky Holdings, Inc., BlackSky Geospatial Solutions, Inc.

(n/k/a BlackSky Geospatial Solutions, LLC), BlackSky Global LLC, SFI IP Holdco LLC, BlackSky International, Building 5 LLC and Stifel Bank

April 15, 2024

I nsider Tradi ng Policy

Sales Agreement, dated as of December 12, 2025, by and among BlackSky Technology Inc., Deutsche Bank Securities Inc.

and Craig-Hallum Capital Group LLC

December 12, 2025

Insider Trading Policy

March 20, 2025

List of Subsidiaries

Consent of Deloitte & Touche LLP, independent registered public accounting firm of BlackSky Technology Inc.

Exhibit Description Form SEC File No.

Filing Date Filed or Furnished Herewith

Power of Attorney (included in signature pages hereto)

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Compensation Recovery Policy

10-K 001-39113

March 20, 2024

101.INS Inline XBRL Instance Document X

101.SCH Inline XBRL Taxonomy Extension Schema Document X

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document X

101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document X

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document X

101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document X

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) X

Exhibit Description

Filed or Furnished Herewith

Inline XBRL Instance Document

Inline XBRL Taxonomy Extension Schema Document

Inline XBRL Taxonomy Extension Calculation Linkbase Document

Inline XBRL Taxonomy Extension Definition Linkbase Document

Inline XBRL Taxonomy Extension Label Linkbase Document

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________

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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

March 19, 2025 BlackSky Technology Inc.

March 17, 2026

BlackSky Technology Inc.

Chief Executive Officer and Director

46 unchanged sentences

We have audited the accompanying consolidated balance sheets of BlackSky Technology Inc.

(the "Company") as of December 31, 2024, and 2023, the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2024, and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and December 31, 2023, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America

and subsidiaries (the "Company") as of December 31, 2025 and 2024 , the related consolidated statements of operations and comprehensive loss, changes in stockholders' equity, and cash flows, for each of the two years in the period ended December 31, 2025 , and the related notes (collectively referred to as the "financial statements").

In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024 , and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025 , based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 17, 2026 expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

1 unchanged sentence

Our responsibility is to express an opinion on the Company's financial statements based on our audits.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

1 unchanged sentence

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting.

Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

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The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Business Acquisition — Valuation of LeoStella and Related Intangible Assets — Refer to Note 7 to the financial statements

Revenue recognition — Refer to Notes 2 and 5 to the Financial Statements

Critical Audit Matter Description

On November 6, 2024, the Company acquired the remaining 50% of the common units of LeoStella, which the Company’s initial 50% ownership interest was previously accounted for as an equity method investment.

The transaction was accounted for as a step acquisition using the acquisition method of accounting for business combinations.

As of the date of the acquisition the Company determined the fair value of LeoStella using a combination of cost approaches and discounted cash flow methods.

With respect to intangible assets, the estimated

fair values were determined based on relief from royalty and multi-period Excess Earnings Method approach.

The Company remeasured its pre-existing 50% interest in LeoStella at fair value immediately prior to the acquisition and recorded a gain on its investment of $0.9 million in the Statement of Operations and Comprehensive Loss.

The identifiable assets and liabilities of LeoStella were recorded at fair value on the date of acquisition.

The fair value determination of LeoStella and identifiable intangible assets required management to make significant estimates and assumptions related to future cash flows and the selection of the discount rate.

We identified the valuation of LeoStella and the related acquired identifiable intangible assets to be a critical audit matter because of the significant estimates and assumptions management made to determine the fair value of LeoStella and acquired identifiable intangible assets.

This required a high degree of auditor judgment and an increased extent of effort, including the need to involve our fair value specialists, when performing audit procedures to evaluate the reasonableness of management’s forecasts of future cash flows, and other valuation assumptions, including the selection of the discount rate.

The Company recognizes revenue from the sale of space intelligence & artificial intelligence services, mission solutions, and advanced technology programs.

Judgment is used in interpreting complex arrangements with nonstandard terms and conditions and determining when all criteria for revenue recognition have been met.

Specifically for newly-awarded contracts the evaluation of the identification of performance obligations in the

contracts, the determination of and allocation of the transaction price, and the pattern by which revenue is recognized required extensive audit effort due to the complexity of the contracts and a high degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the valuation of LeoStella and the related acquired identifiable intangible assets included the following, among others:

• We tested the design and implementation of controls over the valuation of LeoStella and the related intangible assets, including management’s controls over forecasts of future cash flows and selection of the discount rates.

• We tested the completeness and accuracy of the underlying data used in the fair value models which included inspecting contractual documents, comparing projected cash flows to both historical actuals, management's plans and inquiring of management.

• We involved our valuation specialists to assist with the evaluation of the methodology used by the Company and significant valuation assumptions included in the fair value estimates, including the discount rate applied to future cash flows.

• We performed a sensitivity analysis over assumptions used in the fair value model, to evaluate the risk associated with a change in the fair value of the intangible assets resulting from changes in the assumptions.

Our audit procedures related to the revenue recognition criteria for the newly-awarded contracts identified included the following, among others:

• We tested the design and operating effectiveness of internal controls over the significant judgments made and the key data used in the determination of revenue recognition.

• We tested the accuracy and completeness of the key data used in the determination of revenue recognition.

• We read underlying contracts to obtain an understanding of the contractual requirements and evaluate the related performance obligations therein, and we compared the performance obligations identified in reading the underlying contracts to those identified by management.

• We evaluated the methodology used by management in computing the stand-alone selling price of each identified performance obligation by comparing to historical sales of similar products or services or evaluating the consistency of the margins used in the estimates to historical performance.

We evaluated the reasonableness of criteria chosen by management to recognize revenue over time and evaluated the consistency of management's conclusions to historical experience and the terms of the individual selected contracts.

/s/ Deloitte & Touche LLP

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(in thousands, except par value)

December 31, December 31,

Current assets:

4 unchanged sentences

Contract assets

Inventories 6,043 —

Prepaid expenses and other current assets

2 unchanged sentences

Operating lease right of use assets - net

Goodwill 10,260 9,393

Intangible assets - net

Satellite work in process

Other assets 1,461 9,263

Total assets $ 254,146 $ 224,066

Liabilities and stockholders’ equity

1 unchanged sentence

Accounts payable and accrued liabilities

Amounts payable to equity method investees — 10,843

Contract liabilities - current

4 unchanged sentences

Derivative liabilities

Deferred revenue - long-term

Long-term debt - net of current portion

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Years Ended December 31,

Imagery & software analytical services $ 70,062 $ 65,391

Professional & engineering services 32,031 29,101

Space-based intelligence & AI services

Mission solutions

Advanced technology programs

Total revenue

Costs and expenses

Imagery & software analytical service costs, excluding depreciation and amortization 13,907 13,793

Professional & engineering service costs, excluding depreciation and amortization 13,525 19,988

Space-based intelligence & AI services costs, excluding depreciation and amortization

Mission solutions costs, excluding depreciation and amortization

Advanced technology programs costs, excluding depreciation and amortization

Selling, general and administrative

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Operating loss

(Loss) gain on derivatives ( 2,815 ) 7,679

Loss on derivatives

Income on equity method investments

Loss on debt extinguishment

Interest income

Interest expense

Other income (expense), net 3 ( 1,807 )

Other income, net

Loss before income taxes

Income tax expense

Net loss ( 57,218 ) ( 53,859 )

Other comprehensive income

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Year Ended December 31, 2025

Common Stock Additional Paid-In Accumulated Total Stockholders'

Shares Amount Capital Deficit Equity

Additional Paid-In

Total Stockholders'

Balance as of January 1, 2025

1 unchanged sentence

Issuance of common stock upon exercise of stock options and ESPP shares purchased

Issuance of common stock upon vesting of restricted stock awards 3 — — — —

Issuance of common stock upon exercise of common stock warrants

Issuance of common stock upon vesting of restricted stock units

1 unchanged sentence

Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options

Net loss — — — ( 57,218 ) ( 57,218 )

Balance as of December 31, 2025

Year Ended December 31, 2024

Common Stock Additional Paid-In Accumulated Total Stockholders'

Shares Amount Capital Deficit Equity

Additional Paid-In

Total Stockholders'

Balance as of January 1, 2024

Stock-based compensation

Issuance of common stock upon exercise of stock options 51 — 10 — 10

Issuance of common stock upon exercise of stock options and ESPP shares purchased

Issuance of common stock upon vesting of restricted stock awards

2 unchanged sentences

Withholding of stock units to satisfy tax withholding obligations upon the vesting of restricted stock units and exercise of stock options

Net loss — — — ( 53,859 ) ( 53,859 )

Balance as of December 31, 2024

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Cash flows from operating activities:

Net loss $ ( 57,218 ) $ ( 53,859 )

Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization expense

Transfer of satellite work in process to engineering service costs 334 4,854

Transfer of satellite work in process to mission solutions costs

Operating lease right of use assets amortization

Bad debt expense 145 179

Loss on debt extinguishment

Stock-based compensation expense

Amortization of debt issuance costs and non-cash interest expense

Loss (gain) on derivatives 2,815 ( 7,679 )

Paid in kind interest at time of debt extinguishment

Loss on derivatives

Non-cash interest income

Loss on impairment of assets 131 81

Loss on disposal of assets 44 127

Income on equity method investment

3 unchanged sentences

Prepaid expenses and other current assets

Other assets 2,428 1,328

Accounts payable and accrued liabilities

9 unchanged sentences

Cash received from business acquisition

Proceeds from sale of equity method investment — 9,450

Proceeds from sale of property and equipment — 22

Net cash used in investing activities

Cash flows from financing activities:

Proceeds from equity issuances, net of equity issuance costs 47,009 32,733

Proceeds from issuance of debt

Proceeds from equity issuances, net of equity issuance costs

Proceeds from warrants exercised

Proceeds from options exercised and ESPP shares purchased

Debt payments ( 10,000 ) —

Withholding tax payments on vesting of restricted stock units ( 967 ) ( 1,410 )

Repayments of debt

Payments for debt issuance costs

Payments for deferred financing costs — ( 67 )

Withholding tax payments on vesting of restricted stock units

Payments for deferred offering costs

Payments of transaction costs for debt modification — ( 1,311 )

Payments of transaction costs related to derivative liabilities — ( 905 )

Net cash provided by financing activities

Net decrease in cash, cash equivalents, and restricted cash ( 19,056 ) ( 3,582 )

Net increase (decrease) in cash, cash equivalents, and restricted cash

Cash, cash equivalents, and restricted cash – beginning of year

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Supplemental disclosures of non-cash financing and investing information:

Increase of debt principal for paid-in-kind interest $ 8,456 $ 7,446

Vendor financed satellite launch costs

Transfer of satellite work in progress to inventories 5,997 —

Transfer of satellite work in process to mission solutions costs

Additions of equipment and other satellite procurement costs accrued but not yet paid

Accretion of short-term investments' discounts and premiums

Property and equipment additions accrued but not yet paid 1,117 10,420

Capitalized depreciation expense

Capitalized interest

Capitalized stock-based compensation

Transfer of satellite work in process to engineering service costs 334 4,854

Capitalization of depreciation expense 177 —

Deferred offering costs accrued but not yet paid

Adjustments to goodwill for changes in the preliminary purchase price allocation

Increase of debt principal for paid-in-kind interest

Transfer of satellite work in progress to inventories

Equity issuance costs accrued but not yet paid

Capitalized interest for property and equipment placed into service — 220

Credits from LeoStella applied to satellite procurement costs — 125

Satellite procurement costs included in settlement with LeoStella — 36

See notes to consolidated financial statements

4 unchanged sentences

BlackSky Technology Inc.

(“BlackSky” or the “Company”), headquartered in Herndon, Virginia, is a space-based intelligence company that delivers real-time imagery, analytics and high-frequency monitoring.

(“BlackSky” or the “Company”), headquartered in Herndon, Virginia, is a space technology company that delivers real-time imagery, analytics and high-frequency monitoring along with solutions that allow customers the ability to acquire, own, and operate their own customized satellite(s) and space-to-ground system(s).

The Company owns and operates an advanced purpose-built commercial, real-time intelligence system that combines the power of the BlackSky Spectra tasking and analytics software platform and the Company's proprietary high-resolution low earth orbit (“LEO”) small satellite constellation.

2 unchanged sentences

BlackSky Spectra applies advanced, proprietary artificial intelligence (“AI”) and machine learning (“ML”) techniques to process, analyze, and transform these raw feeds into actionable intelligence via alerts, information, and insights.

Customers can access BlackSky Spectra's data and analytics through easy-to-use web services or through platform application programming interfaces.

BlackSky has two primary operating subsidiaries, BlackSky Global LLC and BlackSky Geospatial Solutions, LLC.

On November 6, 2024, the Company acquired the remaining 50 % of the common units of LeoStella LLC (“LeoStella”).

LeoStella was previously a joint venture with Thales Alenia Space US Investment LLC (“Thales”) and the Company accounted for LeoStella as an equity method investment.

On the acquisition date, LeoStella became a wholly-owned subsidiary of the Company.

LeoStella is a vertically-integrated small satellite design and manufacturer based in Tukwila, Washington and it is expected that this acquisition will allow the Company to improve its control over the Gen-3 supply chain and production operations.

Customers can access BlackSky Spectra's software platform and its data and analytics through easy-to-use web services or through platform application programming interfaces.

BlackSky delivers a comprehensive suite of space-based intelligence products and services through three integrated revenue streams—space-based intelligence & AI services, mission solutions, and advanced technology programs.

BlackSky has three primary operating subsidiaries, BlackSky Global LLC, BlackSky Geospatial Solutions, LLC, and BlackSky Satellite Systems LLC, f/k/a LeoStella LLC, ("BlackSky Satellite Systems" or “LeoStella”).

In November 2024, the Company acquired the remaining 50 % of the common units of LeoStella, which was previously a joint venture with Thales Alenia Space US Investment LLC (“Thales”) and accounted for as an equity method investment.

BlackSky Satellite Systems is now a wholly-owned subsidiary of the Company.

BlackSky Satellite Systems is a vertically-integrated small satellite design and manufacturer based in Tukwila, Washington.

This acquisition allowed the Company to improve its control over the Gen-3 supply chain and production operations in the short term and to expand the Company’s product offerings in the long term.

See Note 7—"Business Acquisition" for further detail.

In September 2024, the Company effected a one-for-eight reverse stock split (the “Reverse Stock Split”) of its issued Class A common stock.

As a result, every eight shares of its issued common stock were combined into one share of common stock.

No fractional shares of the Company's common stock were issued as a result of the Reverse Stock Split.

Each stockholder who would otherwise have been entitled to receive a fractional share as a result of the Reverse Stock Split received a cash payment equal to the product obtained by multiplying the number of shares of common stock held by such stockholder before the Reverse Stock Split that would otherwise have been exchanged for such fractional share interest by the closing price per share of the common stock as reported on the New York Stock Exchange (“NYSE”) on September 6, 2024, the date of the effective time of the Reverse Stock Split.

As a result of the Reverse Stock Split, proportionate adjustments were made to the per share exercise price and the number of shares issuable upon the exercise of all outstanding warrants to purchase shares of the Company's common stock.

These notes to the consolidated financial statements and the accompanying consolidated financial statements give retroactive effect to the Reverse Stock Split for all periods presented.

The shares of common stock retained a par value of $ 0.0001 per share.

The Company's equity issuances during the year ended December 31, 2024 included a public offering of shares and shares sold as part of the Company's at-the-market (“ATM”) offering program.

In September 2024, the Company raised gross proceeds of $ 46.0 million via a public offering comprised of 11.5 million shares of the Company's Class A common stock for a public offering price of $ 4.00 per share.

The Company also sold 500 thousand shares from the ATM offering program at an average purchase price per share of $ 9.68 , resulting in gross proceeds of $ 4.8 million during the year ended December 31, 2024.

The transaction costs of $ 3.9 million for the equity issuances incurred during the year ended December 31, 2024, consisting of underwriting discounts and commissions, legal fees, and placement agent fees, have been recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity and consolidated balance sheets.

In July 2025, the Company issued $ 185.0 million aggregate principal amount of Convertible Senior Notes due August 1, 2033 (the “Convertible Senior Notes”) in a private offering.

See Note 15—"Debt and Other Financing" for further detail.

During the year ended December 31, 2025, the Company issued and sold shares of Class A common stock as part of the Company's at-the-market (“ATM”) offering program.

The Company sold 3.7 million shares from the ATM offering program at an average purchase price per share of $ 11.56 , resulting in gross proceeds of $ 42.5 million during the year ended December 31, 2025.

During the year ended December 31, 2025, the Company incurred ATM transaction costs totaling $ 1.6 million, which primarily consisted of commissions, and which have been recorded as a reduction to additional paid-in capital in the consolidated statements of changes in stockholders’ equity and consolidated balance sheets.

Basis of Presentation and Summary of Significant Accounting Policies

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The accompanying consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.

As noted in Note 1 and Note 7, on November 6, 2024, the Company acquired the remaining 50 % of the common units of LeoStella and LeoStella became a wholly-owned subsidiary of BlackSky.

Prior to the acquisition, the consolidated financial statements included the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investments, with recorded losses limited to the carrying value of the Company’s investments.

As noted in Note 1 - "Organization and Business" and Note 7 - "Business Acquisition", on November 6, 2024, the Company

acquired the remaining 50 % of the common units of BlackSky Satellite Systems, f/k/a LeoStella, which is now a wholly-owned subsidiary of BlackSky.

Prior to the acquisition, the Company's consolidated financial statements included the Company’s proportionate share of the earnings or losses of its equity method investments and a corresponding increase or decrease to its investments, with recorded losses limited to the carrying value of the Company’s investments.

All intercompany transactions and balances have been eliminated upon consolidation.

The Company’s consolidated financial statements have been prepared on a historical cost basis, except for certain financial assets and liabilities, including derivative financial instruments, which are stated at fair value.

Unless otherwise indicated, amounts presented in the Notes pertain to the Company’s continuing operations.

Effective January 1, 2025, the Company reclassified its captions on the consolidated statements of operations and comprehensive loss to better align with the Company’s increasing portfolio of mission solutions product offerings and advanced technology program service offerings.

Revenue and costs that were previously classified as imagery & software analytical services are now classified as space-based intelligence & AI services.

Professional & engineering services are now either classified as mission solutions if they are related to the Company's product offerings or advanced technology programs if they are related to the Company's service offerings.

As a result, for the year ended December 31, 2024, the amounts presented have been reclassified to conform to the current year presentation.

Use of Estimates

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Actual results could materially differ from these estimates.

Significant estimates made by the Company include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, the incremental borrowing rate to measure the operating lease right of use assets, the effective interest rate of the vendor financing agreement, the fair value of assets acquired and liabilities assumed of a business combination, and stock-based compensation.

Significant estimates made by the Company include, but are not limited to, revenue and associated cost recognition, the collectability of accounts receivable, the recoverability and useful lives of intangible assets and property and equipment, the valuation of equity warrants and warrant liabilities, fair value estimates, the recoverability of goodwill and intangible assets, the provision for income taxes, the incremental borrowing rate to measure the operating lease right of use assets, the effective interest rate of the vendor financing agreement, the fair value of assets acquired and liabilities assumed of a business combination, the capitalization of interest, stock-based compensation, and the obsolescence of satellite work in process and inventory.

Cash and Cash Equivalents

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The Company classifies cash as restricted when the cash is unavailable for withdrawal or usage for general operations.

Restricted cash represents certificates of deposits held by a bank as a compensating balance for letters of credit that facilitate certain contracts with customers and cash collateral for leasing arrangements.

Restricted cash represents certificates of deposits held by a bank as a compensating balance for letters of credit that are required by certain contracts with customers and cash collateral for leasing arrangements.

The Company invests in short-term investments, which generally consist of A-1, or higher, rated corporate debt and governmental securities.

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Any investments with original maturities less than three months are considered cash equivalents.

As of December 31, 2024 and December 31, 2023, the Company’s short-term investments had a carrying value of $ 39.4 million and $ 19.7 million, respectively, which represents amortized cost, and an aggregate fair

value of $ 39.4 million and $ 19.7 million, respectively, which represents a Level 1 measurement based off of the fair value hierarchy.

As of December 31, 2025 and 2024, the Company’s short-term investments had a carrying value, representing amortized cost, of $ 82.0 million and $ 39.4 million, respectively, and an aggregate fair value, representing a Level 1 measurement based off of the fair value hierarchy, of $ 82.1 million and $ 39.4 million, respectively .

Accounts Receivable - net

Accounts receivable are customer obligations due to the Company under normal trade terms.

The majority of the Company's sales are with domestic and international government and agencies, which limits uncollectible accounts receivable.

The Company performs continuing credit evaluations on each customer’s financial condition and reviews accounts receivable on a periodic basis to determine if any accounts receivable will potentially be uncollectible.

The Company reserves for any accounts receivable balances that are determined to be uncollectible in the allowance for doubtful accounts.

After all attempts to collect an accounts receivable balance have failed, the accounts receivable balance is written off against the allowance for doubtful accounts.

Accounts receivable represent customer obligations due to the Company for the purchase of our products and services under normal trade terms, without collateral.

Most of the Company's sales are with domestic and international government and agencies, which limits uncollectible accounts receivable.

The Company reviews accounts receivable on a periodic basis to determine collectability.

The Company reserves for any accounts receivable balances that are determined to be uncollectible as an allowance for doubtful accounts.

After all attempts to collect an accounts receivable have failed, the accounts receivable balance is written off against the allowance for doubtful accounts.

The Company assessed all existing accounts receivable and recorded an allowance for doubtful accounts of $ 50 thousand and $ 45 thousand as of December 31, 2025 and 2024, respectively.

Inventories are categorized into raw materials and work in process.

Raw materials are costs used to build satellites, including those materials and labor that are in process of being built.

Work in process primarily consists of costs associated with specific anticipated contracts.

As of December 31, 2024, the Company had $ 46 thousand of raw materials inventory and $ 6.0 million of work in process inventory.

As of December 31, 2023, the Company did not have any inventory.

Inventories are production costs associated with anticipated future revenue contracts.

As of December 31, 2025 and 2024, the Company had $ 6.2 million and $ 6.0 million, respectively, of work in process inventory.

Inventories are stated on a consistent basis at the lower of historical cost or net realizable value.

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The Company estimates future sales and will write down excess inventories as needed.

The Company had a reserve of $ 0 for inventory as of December 31, 2024, and 2023, respectively.

The Company’s estimates of future sales are based on confirmed and expected contracts.

The carrying values of inventories approximated their fair values as of December 31, 2024.

The Company had a reserve of $ 0 for inventory as of December 31, 2025 and 2024.

The Company’s estimates of future sales are based on confirmed and expected customer contracts.

The carrying values of inventories approximated their fair values as of December 31, 2025 and 2024.

Prepaid Expenses and Other Current Assets

Prepaid expenses are advance payments made in the ordinary course of business and are amortized on a straight-line basis over the period of benefit.

Other current assets consist primarily of non-trade receivables and short-term deposits.

The carrying values of prepaid expenses and other current assets approximated their fair values as of December 31, 2024.

As of December 31, 2025, the Company recognized expected insurance recoveries as a current asset.

These expected insurance recoveries relate to a contingent liability for an ongoing claim that is expected to be resolved within insurance limits.

See Note 23—“Commitments and Contingencies” for additional information on the contingent liability.

The carrying values of prepaid expenses and other current assets approximated their fair values as of December 31, 2025 and 2024

Property and Equipment - net

Property and equipment are stated at cost, less accumulated depreciation.

Depreciation expense is recognized in the consolidated statements of operations and comprehensive loss on a straight-line basis over the estimated useful life of the related asset to its residual value.

In the consolidated statements of operations and comprehensive loss, the Company recognizes depreciation expense on a straight-line basis over the estimated useful life of the asset to its residual value.

The estimated useful lives are as follows:

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Site and other equipment

Leasehold improvements shorter of useful life or remaining lease term

Capitalized satellite costs include material costs, labor costs incurred from the start of the pre-acquisition stage through the construction stage, insurance, and the costs incurred to launch the satellite into orbit for its intended use.

Leasehold improvements

shorter of useful life or remaining lease term

Capitalized satellite costs include material costs, labor costs incurred from the start of the pre-acquisition stage through the construction stage, insurance, interest, and the costs incurred to launch the satellite into orbit for its intended use.

Labor costs incurred prior to and after the pre-acquisition and construction stages are charged to expense.

Once the satellite has reached orbit and makes contact with the Company's network, the Company commences depreciation.

The designated useful life of the Company's satellites is estimated to be three years , and depreciation is recognized using the straight-line method.

The designated useful life of the Company's satellites is recognized using the straight-line method.

Subsequent to launch, the Company's satellites must meet certain performance and operational criteria to be deemed commercially viable.

If the criteria are not met, the Company assesses the satellite for impairment.

The Company capitalizes internal and external costs incurred to develop and implement internal-use software, which consist primarily of costs related to design, coding, and testing.

Internal costs include salaries and allocations of fringe and stock-based compensation.

When the software is ready for its intended use, capitalization ceases and such costs are amortized on a straight-line basis over the estimated life to either depreciation or cost of sales depending on the nature of the software.

The Company capitalizes internal and external costs that are incurred to develop and implement internal-use software, which consist primarily of costs related to design, coding, and testing.

Internal costs include salaries and allocations of fringe and stock-based compensation for employees developing our internal-use software.

When such software is ready for its intended use, capitalization ceases and costs are amortized on a straight-line basis over the estimated life to either depreciation or cost of sales depending on the nature of the software.

Costs incurred prior to and after the application development stage are charged to expense.

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Several leases contain renewal options and termination options that were not reasonably certain to be exercised upon inception of the lease and are not included in the lease expiration dates.

The Company determines whether a contract is or contains a lease and whether the lease should be classified as an operating or finance lease at contract inception.

The Company determines if an arrangement is a lease at inception of the contract.

Operating leases are included in operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities in the consolidated balance sheets.

ROU assets represent the Company’s right to use underlying assets for the lease term, and lease liabilities represent the Company’s obligation to make lease payments arising from the leases.

ROU assets and lease liabilities are recognized at the commencement date based on the present value of lease payments over the lease term.

The Company determines whether a contract is or contains a lease and, if applicable, whether the lease should be classified as an operating or finance lease at contract inception.

Operating leases are included in the following lines in the consolidated balance sheets:

operating lease right-of-use (“ROU”) assets, current portion of operating lease liabilities, and long-term operating lease liabilities.

ROU assets represent the Company’s right to use the underlying assets for the lease term, whereas lease liabilities represent the Company’s obligation to make lease payments arising from its leases.

ROU assets and lease liabilities are recognized at the commencement date of a lease based on the present value of lease payments over the lease term.

The Company uses the implicit rate when readily determinable.

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For tenant improvement incentives received, if the incentive is determined to be a leasehold improvement owned by the lessee, the Company generally records the incentives as a reduction to the ROU asset, which reduces rent expense over the lease term.

For these lease incentives, the Company uses the date of initial possession as the commencement date, which is generally when

the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

Many of the Company’s lease arrangements contain multiple lease components, such as fixed rent payments and non-lease components, such as common-area maintenance (“CAM”) costs.

For these lease incentives, the Company uses the date of initial possession as the

commencement date, which is generally when the Company is given the right of access to the space and begins to make improvements in preparation for intended use.

The Company’s lease arrangements may also contain multiple lease components, such as fixed rent payments and non-lease components, such as common-area maintenance (“CAM”) costs.

The Company elected not to separate the lease and non-lease components for new and modified leases executed after the adoption date.

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Goodwill, Intangible Assets - net, and Other Long-Lived Assets

Goodwill represents the excess of purchase price over the fair value of the identifiable assets acquired less the liabilities assumed in the acquisition of a business.

Goodwill is tested annually for impairment at October 1, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Goodwill represents the excess of purchase price in a business acquisition over the fair value of the identifiable assets acquired less the liabilities assumed in a business acquisition.

Goodwill is tested annually for impairment, as of October 1, or more frequently if events or circumstances indicate that the carrying value of goodwill may be impaired.

Goodwill is tested for impairment at the reporting unit level by first taking a qualitative approach to determine whether it is more likely than not that a reporting unit's fair value is less than its carrying value.

If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company compares the reporting unit’s carrying amount to the fair value of the reporting unit.

If the Company determines that it is more likely than not that a reporting unit's fair value is less than its carrying amount, the Company then compares the reporting unit’s carrying amount to the fair value of the reporting unit.

If the carrying amount of the reporting unit exceeds its fair value, an impairment loss is recognized in an amount equal to that excess.

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A significant amount of judgment is involved in determining if an indicator of impairment has occurred.

Such indicators may include (a) a significant decline in the Company's common stock value;

(b) a significant decline in the Company's expected future cash flows;

(d) unanticipated competition;

(e) the testing for recoverability of a significant asset group within a reporting unit;

or (f) slower growth rates.

Such indicators may include a significant decline in the Company's common stock value, a significant decline in the Company's expected future cash flows, a significant adverse change in legal factors or in the business climate, unanticipated competition, the testing for recoverability of a significant asset group within a reporting unit, or slower growth rates.

Any adverse change in these factors could have a significant impact on the recoverability of goodwill and could have a material impact on the consolidated financial statements.

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Significant judgments in this area involve determining whether a triggering event has occurred and determining the future cash flows for assets involved.

In conducting this analysis, the Company compares the undiscounted cash flows expected to be generated from the long-lived assets (or asset group) to the related net book values.

If the undiscounted cash flows exceed the net book value, the long-lived assets are considered not to be impaired.

If the net book value exceeds the undiscounted cash flows, an impairment charge is measured and recognized based upon the difference between the carrying value of long-lived assets (or asset group) and their fair value.

Finite-lived intangible assets include various assets that are subject to amortization, which primarily includes trade names, trademarks, and customer relationships.

A triggering event for assessing impairment can be a change in the estimated useful life of an intangible asset.

Once a triggering event is identified and we conduct an analysis for impairment, we compare the undiscounted cash flows expected to be generated from the long-lived assets (or asset group) to the related net book values.

If the undiscounted cash flows exceed the net book value, the long-lived assets are not impaired.

If the net book value exceeds the undiscounted cash flows, we measure and recognize an impairment charge based upon the difference between the carrying value of long-lived assets (or asset group) and their fair value.

Finite-lived intangible assets include various assets that are subject to amortization, including trade names, trademarks, and customer relationships.

Such intangible assets are amortized on a straight-line basis over their estimated useful lives.

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Customer relationships

Indefinite life intangible assets is made up of in-process research and development, which has an indefinite life until development is complete.

Indefinite life intangible assets are made up of in-process research and development, which has an indefinite life until development is complete.

These assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amounts of the assets may not be fully recoverable.

Satellite Work in Process

Satellite work in process primarily represents (a) amounts paid to third party vendors for progress payments associated with the engineering, long lead procurement of satellite components, and manufacturing of the Company's satellites, (b) internal labor costs incurred to develop and integrate the Company's satellites, including salaries and allocations of fringe and stock-based compensation and (c) launch service vendors for the costs associated with launching the Company's satellites, which includes launch and launch insurance costs.

Satellite work in process primarily represents amounts paid to third party vendors for components to manufacture the Company's satellites, internal labor costs incurred to develop and integrate the Company's satellites, including salaries and allocations of fringe and stock-based compensation, launch and launch-related costs provided by third-party vendors and capitalized interest.

The Company calculates capitalized interest using the weighted average of the stated interest rates of all the financing arrangements in place, based on the amount of cash paid for capital expenditures.

Satellite work in process capitalized, but not yet paid, is recognized as the Company has the rights to the in-process assets being engineered on the Company's behalf or a refund of amounts paid to date, less certain costs.

At launch, these costs, and other costs incurred to put a satellite into service, are aggregated and reclassified as property and equipment, subject to depreciation (Note 9).

Since the acquisition of BlackSky Satellite Systems, the Company capitalizes depreciation on assets that are used directly in the production of the satellites.

Capitalized depreciation expense is recorded as satellite work in process and will begin depreciation once the satellite is placed into service.

At times, the Company may assign certain incurred work in process costs to a customer customized satellite procurement contract and will transfer those costs from satellite work in process to mission solutions costs, excluding depreciation and amortization in the consolidated statements of operations and comprehensive loss;

these amounts are also presented as transfer of satellite work in process to mission solutions costs in the consolidated statements of cash flows.

Equity Method Investments

As noted in Note 1 and Note 7, on November 6, 2024, the Company acquired the remaining 50 % of the common units of LeoStella and LeoStella became a wholly-owned subsidiary of BlackSky.

Prior to the acquisition, the Company had the ability to exercise significant influence, but not control, over LeoStella and accounted for it under the equity method of accounting, including it as an in investment in equity method investees on the Company's consolidated balance sheets.

As noted in Note 1 and Note 7, in November 2024, the Company acquired the remaining 50 % of the common units of BlackSky Satellite Systems, f/k/a LeoStella, which is now a wholly-owned subsidiary of the Company.

Prior to the acquisition, the Company had the ability to exercise significant influence, but not control, over LeoStella and accounted for it under the equity method of accounting, including it as an investment in equity method investees on the Company's consolidated balance sheets.

Significant influence typically exists if a Company has a 20% to 50% ownership voting interest in the investee or retains a voting seat on the investee's board of directors.

In evaluating whether the Company had significant influence, the Company considered the nature of its ownership interest in the investee, as well as other factors that may have given the Company the ability to exercise significant influence over the investee's operating and capital financial policies.

Under this method of accounting, the Company's share of the net earnings or losses of the investee were included in the Company's consolidated statements of operations and comprehensive loss.

The Company did not recognize any percentage of LeoStella's estimated net loss during the year ended December 31, 2024 through the acquisition date since its investment in LeoStella was recorded at $ 0 as of December 31, 2023.

The investment in LeoStella prior to acquisition was not significant to the Company's consolidated financial statements.

Intra-entity profits arising from the sale of assets from the equity method investments to the Company were eliminated and deferred if those assets were still held by the Company at the end of a reporting period.

The intra-entity profits were partially recognized as the assets were consumed.

As of December 31, 2023, the Company had differences between the carrying value of its equity method investment and the underlying equity in the net assets of the investee of $ 1.2 million.

This amount was fully recognized during the year ended December 31, 2024 as part of the accounting for the acquisition of LeoStella in November 2024.

In November 2023, the Company sold its equity method investment in X-Bow Launch Systems Inc.

(“X-Bow”), a space technology company specializing in additive manufacturing of solid rocket motors, and received $ 9.5 million from the sale of the investment.

The $ 9.5 million gain on the sale of X-Bow was recognized as income on equity method investments in the consolidated statements of operations and comprehensive loss.

Equity method investments were evaluated for impairment whenever events or changes in circumstances indicated that the carrying amounts of such investments could be impaired.

If a decline in the value of an equity method investment was determined to be other than temporary, a loss would have been recorded in earnings that period.

Under the equity method of accounting, the Company's share of the net earnings or losses of the investee were included in the Company's consolidated statements of operations and comprehensive loss.

Other than the gain related to the step up acquisition, the Company did not record any percentage of BlackSky Satellite System's, f/k/a LeoStella's, estimated net loss during the year ended December 31, 2024 since the investment in LeoStella was $0 as of December 31, 2023.

Contingent Liabilities

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The Company periodically analyzes currently available information relating to these claims, assesses the probability of loss, and provides a range of possible outcomes when it believes that sufficient and appropriate information is available.

The Company accrues a liability for those contingencies where the occurrence of a loss is probable and the amount can be reasonably estimated.

The Company accrues a liability for those contingencies

where the occurrence of a loss is probable and the amount can be reasonably estimated.

If a loss is probable and a range of amounts can be reasonably estimated but no amount within the range is a better estimate than any other amount in the range, then the minimum of the range is accrued.

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The process for analyzing the fair value measurement of certain financial instruments on a recurring, or non-recurring, basis includes significant judgment and estimates of inputs including, but not limited to, share price, volatility, discount for lack of marketability, application of an appropriate discount rate, and probability of liquidating events.

The Company utilizes the market valuation methodology and specific option pricing methodology, such as the Monte Carlo simulation, to value the more complex financial instruments and the Black-Scholes option-pricing model to value standard common stock warrants and common stock options.

The Company utilizes the market valuation methodology and specific option pricing methodology, such as the Monte Carlo simulation, to value its more complex financial instruments, whereas the Company utilizes the Black-Scholes option-pricing model to value standard common stock warrants and common stock options.

The framework for measuring fair value specifies a hierarchy of valuation techniques based on whether the inputs to those valuation techniques are observable or unobservable.

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Revenue Recognition

The Company generates revenue from the sale of imagery and software analytical services and professional and engineering services.

Imagery and software analytical services revenue, which is mostly from contracts from domestic and international government agencies, includes imagery, data, software, and analytics.

The Company generates revenue from the sale of space-based intelligence & AI services, mission solutions, and advanced technology programs.

Revenue generated from space-based intelligence & AI services and advanced technology programs is classified as service revenue and revenue generated from mission solutions is classified as product revenue.

Space-based intelligence & AI services revenue is largely generated from subscription contracts with domestic and international government agencies and includes imagery, data, software, and analytics.

This revenue is primarily recognized from services rendered under non-cancellable subscription order agreements or, in limited circumstances, variable not-to-exceed purchase orders.

Professional and engineering services revenue is generated from time and materials basis, firm fixed price service solutions, and firm fixed price long-term engineering and construction contracts.

solutions revenue is generated from firm-fixed price long-term engineering and construction contracts related to the Company's product offerings.

Advanced technology programs revenue is primarily generated from firm fixed price service solutions, cost-plus service contracts and on a time and materials basis.

In accordance with Accounting Standards Update No.

2014-09, “ Revenue from Contracts with Customers (Topic 606) ” (“Accounting Standards Codification (“ASC”) 606”), the Company uses the five-step model of identifying the contract with a customer, identifying the performance obligations contained in a contract, determining the transaction price, allocating the transaction price, and determining when performance obligations are satisfied, which can require the application of significant judgment, as further discussed below.

Revenue is measured at the fair value of consideration received or receivable and net of discounts.

Application of this model requires the application of significant judgment, as further discussed below.

Revenue is measured as the fair value of consideration received or receivable and net of discounts.

The Company applies a policy election to exclude transaction taxes collected from customer sales when the tax is both imposed on and concurrent with a specific revenue-producing transaction.

The Company estimates any variable consideration, and whether the transaction price is constrained, upon execution of each contract.

Variable consideration is estimated as the most likely amount that is dependent upon the occurrence or non-occurrence of a future event.

We continually review, and may reassess, the transaction price based on forecasted service level provisions within a limited amount of our customer purchase orders, costs incurred to date and historical experience.

As a result, we may update our estimated constraints on revenue, which are generally provided on a prospective basis.

The Company did not have any active contracts with significant variable consideration as of December 31, 2025.

Imagery & Software Analytical Services Revenue

Imagery services include imagery delivered from the Company’s proprietary satellite constellation and Spectra software platform and in limited cases directly uploaded to certain customers.

Space-Based Intelligence and AI Services Revenue

Space-based intelligence & AI services revenue include imagery delivered from the Company’s proprietary satellite constellation and BlackSky Spectra software platform and in, limited cases, imagery directly uploaded to certain customers.

Customers can directly task the Company's proprietary satellite constellation to collect and deliver imagery over specific locations, sites and regions that are critical to their operations.

The Company offers customers several service level subscription options that include on-demand tasking or multi-year assured access programs, where customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis.

Imagery revenue is recognized ratably over the subscription period based on the promise to continuously provide contractual satellite capacity for tasked imagery or analytics at the discretion of the customer.

Data, Software, and Analytics

The Company offers customers several service level subscription options that include on-demand tasking or multi-year assured access programs.

Assure access customers can secure priority access and imaging capacity at a premium over a region of interest on a take or pay basis.

Imagery revenue is recognized over the subscription period based on the promise to continuously provide contractual satellite capacity for tasked imagery or analytics at the discretion of the customer.

These products, based on the context of the contract, are capable of being distinct performance obligations.

The Company leverages proprietary AI and ML algorithms to analyze data coming from both the Company’s proprietary sensor network and third-party space and terrestrial sources to provide hard-to-get data, insights, and analytics for customers.

The Company continues to integrate and enhance its offerings by performing contract development, while retaining the intellectual property rights.

The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics, through which the Company can detect key pattern of life changes in critical locations such as ports, airports, and construction sites;

The Company also offers services related to object, change and anomaly detection, site monitoring, and enhanced analytics services that can detect key pattern of life changes in critical locations such as ports, airports, and construction sites;

retail activity;

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Analogous with the recognition of revenue for imagery, software analytical services revenue is recognized ratably over the subscription period.

Professional and Engineering Services Revenue

The Company performs various professional services, that are highly-interrelated, including providing technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training.

The Company also provides engineering services, which include developing and delivering advanced satellite and payload systems for a limited number of customers that leverage the Company’s capabilities in mission systems engineering and operations, ground station operations, and software and systems development.

Mission Solutions Revenue

The Company provides mission solutions, which develop and deliver customized advanced satellite and payload systems for a limited number of customers, leveraging the Company’s capabilities in mission systems engineering and operations.

These offerings furnish government customers with an end-to-end pathway to customized sovereign space-based intelligence capabilities, enabling nations to accelerate the development, launch, and operation of their own space programs with full autonomy and control, ground station operations,

and software and systems development.

Mission solutions revenue is generated from cost-plus contracts and firm fixed price long-term engineering and development contracts.

Advanced Technology Programs Revenue

The Company offers various advanced technology programs, including technology enabled professional service solutions to support customer-specific software development requests, integration, testing, and training.

These services, based on the context of the contract, are capable of being distinct performance obligations.

For firm fixed price professional and engineering service contracts, the Company recognizes revenue over time using the cost-to-complete method to measure progress to complete the performance obligation (“Estimate at Completion” or “EAC”).

Advanced technology programs revenue is primarily generated from cost-plus contracts, and time and materials basis contracts and firm-fixed price service solutions contracts.

For contracts structured as cost-plus or on a time and materials basis, the Company recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date.

Estimate at Completion ("EAC") Adjustments

For firm fixed price mission solutions and advanced technology programs contracts, the Company recognizes revenue over time using the cost to cost input method to measure progress to complete the performance obligation.

A performance obligation's EAC includes all direct costs such as labor, fringe, materials, subcontract costs and overhead.

Significant judgment is used to estimate total costs at completion on a contract by contract basis including, but not limited to, labor productivity, program schedule, technical risk analysis, complexity, scope of the work to be performed and other identified risks.

The Company uses significant judgment to estimate total costs at completion on a performance obligation by performance obligation basis including, but not limited to, labor productivity, program schedule, technical risk analysis, complexity, scope of the work and identified risks.

Due to the continuous nature of the work, as well as when a change in circumstances warrants a modification, the EAC is reviewed and may result in cumulative changes to the contract profit.

The Company recognizes changes in estimated contract sales or costs and the resulting changes in contract profit on a cumulative basis in the period in which the change is identified.

If, at any time, the estimate of contract profitability indicates a probable anticipated loss on the contract, the Company recognizes the total loss as and when known.

The following table presents the effect of aggregate net EAC adjustments on the Company's professional and engineering services contracts:

If, at any time, the estimate of contract profitability indicates a probable anticipated loss on a contract, the Company recognizes the total loss as and when known.

The following table presents the effect of aggregate net EAC adjustments on the Company's contracts:

Years Ended December 31,

(in thousands)

Revenue $ 1 $ ( 1,477 )

Basic and diluted net loss per share

(1) For the year ended December 31, 2024, the Company had a favorable EAC adjustment of $ 1.1 million for an existing individual professional services contract.

(1) The year ended December 31, 2025 included an incremental change in a performance obligation of $ 7.8 million from a contract modification of an existing advanced technology programs contract.

The remaining EAC adjustments are not individually significant to the Company.

For contracts structured as cost-plus-fixed-fee or on a time and materials basis, the Company generally recognizes revenue based on the right-to-invoice when practically expedient, as the Company is contractually able to invoice the customer based on the control transferred to the customer in an amount that corresponds directly with the value to the customer of the Company’s performance completed to date.

Imagery and Software Analytical Service and Professional and Engineering Service Costs

Imagery and software analytical service costs primarily include internal labor to support the ground station network and space operations, third-party data and imagery, and cloud computing and hosting services.

The Company recognizes stock-based compensation expense for those employees whose work supports the imagery and software analytical service costs it provides to customers, under imagery and software analytical service costs, excluding depreciation and amortization.

For those employees who provide these services to support customer-based programs, the stock-based compensation expense is classified under imagery and software analytical services costs.

Professional and engineering service costs primarily include the cost of internal labor for design and engineering in support of long-term development contracts for satellites and payload systems, as well as subcontract direct materials and external labor costs to build and test specific components, such as the communications system, payload demands, and sensor integration.

In addition, the Company also recognizes internal labor costs and external subcontract labor costs for its customer-centric software service solutions.

The Company recognizes stock-based compensation expense for those employees who provide professional and engineering services support to customers, under professional and engineering service costs, excluding depreciation and amortization.

(2) The year ended December 31, 2024 included a favorable EAC adjustment of $ 1.1 million for an existing advanced technology programs contract.

The remaining EAC adjustments are not individually significant to the Company.

Costs and Expenses

Space-based intelligence & AI services costs primarily include cloud computing and hosting services, internal labor to support the ground station network and space operations, and third-party data and imagery.

Mission solutions costs primarily include the cost of direct materials to build and test specific components, such as the communications system, payloads, and sensor integration, as well as internal labor for design and engineering in support of long-term development contracts for customized customer satellites and payload systems.

The Company also recognizes internal labor costs and external subcontract labor costs for its

customer-centric software products.

Advanced technology programs costs primarily include the cost of internal labor for service solutions that enhance customer adoption and operational integration of our technology.

Additionally, the Company recognizes stock-based compensation expense for those employees who provide direct labor to support the Company's product and service offerings.

Research and Development Costs

The Company incurs research and development costs, which are expensed as incurred, for researching next generation space and ground architectures in support of its long-term strategy.

With the Company's acquisition of LeoStella in November 2024, research and development expense also includes investments in next generation satellite design and functionality.

With the Company's acquisition of BlackSky Satellite Systems, f/k/a LeoStella, in November 2024, research and development expense also includes investments in next generation satellite design and functionality.

In addition, the Company recognizes costs incurred before the technological feasibility stage for internal projects, such as aerospace and other satellite developments, as research and development costs.

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On September 9, 2021, BlackSky's predecessor company, Osprey Technology Acquisition Corp.

(“Osprey”), completed its merger (the “Merger”) with Osprey Technology Merger Sub, Inc., a wholly owned subsidiary of Osprey, and BlackSky Holdings, Inc.

(“Osprey”), completed its merger (the “Merger”) with Osprey Technology Merger Sub, Inc., a wholly-owned

subsidiary of Osprey, and BlackSky Holdings, Inc.

Osprey pre-Merger Class B common shares were exchanged for shares of the Company’s Class A common stock (the "Sponsor Shares") upon completion of the Merger.

The Company accounted for the Sponsor Shares in accordance with the guidance contained in ASC 815-40, under which the Sponsor Shares did not meet the criteria for equity treatment and were recorded as derivative liabilities in the Company’s consolidated balance sheets as of December 31, 2025.

The Sponsor Shares are adjusted to fair value at each reporting period and the change in fair value is recognized in (loss) gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

The Sponsor Shares are adjusted to fair value at each reporting period and any net gains or losses in the change in fair value are recognized in loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Stock-Based Compensation

Restricted Stock Awards and Restricted Stock Units

Restricted Stock Units

The Company grants restricted stock units ("RSUs") to certain employees, for which the grant date fair value is equal to the fair value of the Class A common stock on the date of grant.

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Subsequent to the Merger, the Company uses the New York Stock Exchange (“NYSE”) trading price as the fair value of the Class A common stock for valuation purposes.

For all awards for which vesting is only subject to a service condition, including those subject to graded vesting, the Company has elected to use the straight-line method to recognize the fair value as compensation cost over the requisite service period.

Certain of the Company’s outstanding RSUs had performance vesting conditions that were triggered upon the consummation of the Merger.

For all awards where vesting is only subject to a service condition, including those subject to graded vesting, the Company has elected to use the straight-line method to recognize the fair value as compensation cost over the requisite service period.

Certain of the Company’s RSUs had performance vesting conditions that were triggered upon the consummation of the Merger.

Therefore, since the performance conditions attributable to these RSUs had been met, the Company commenced recording the associated compensation expense, inclusive of a catch-up amount for the service period between their grant date and satisfaction of the performance condition, as of the closing of the Merger.

The fair value of the RSUs that include a performance condition is recognized as compensation expense over the requisite service period using the accelerated attribution method, which accounts for RSUs with discrete vesting dates as if they were separate awards.

The fair value of the RSUs that included a performance condition was recognized as compensation expense over the requisite service period using the accelerated attribution method, which accounts for RSUs with discrete vesting dates as if they were separate awards.

The Company has not issued any RSUs with performance conditions since 2021 and there were no such RSUs outstanding as of December 31, 2025.

Expense related to stock-based payments is classified in the consolidated statements of operations and comprehensive loss based upon the classification of each employee's cash compensation.

As of December 31, 2024, 4 thousand RSUs with performance vesting conditions were outstanding and the associated remaining expense of $ 26 thousand will be recognized through September 30, 2025.

Stock Options

The Company uses the Black-Scholes option pricing model to value all options, including stock options and options under the 2021 Employee Stock Purchase Plan ("ESPP"), and the straight-line method to recognize the fair value as compensation cost over the requisite service period.

The fair value of each option granted was estimated as of the date of grant.

The Company did not grant any stock options during the year ended December 31, 2024;

stock options were granted during the year ended December 31, 2023.

The Company uses the following inputs when applying the Black-Scholes option pricing model:

The Company uses the Black-Scholes option pricing model to value all options, including stock options and options issued under the 2021 Employee Stock Purchase Plan ("ESPP"), and the straight-line method to recognize the fair value as compensation cost over the requisite service period.

The fair value of each option is estimated as of the date of grant.

The Company granted stock options during the year ended December 31, 2025 and used the following inputs when applying the Black-Scholes option pricing model:

Expected Dividend Yield :

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The Company does not have sufficient historical share price history;

therefore, the expected volatility was estimated based upon the historical share price volatility of guideline comparable companies.

therefore, the Company estimated expected volatility based upon the historical share price volatility of guideline comparable companies.

Risk-free Interest Rate :

The yield on actively traded non-inflation indexed U.S.

Treasury notes was used to extrapolate an average risk-free interest rate based on the expected term of the underlying grants.

The Company used the yield on actively traded non-inflation indexed U.S.

Treasury notes to extrapolate an average risk-free interest rate based on the expected term of the underlying grants.

Expected Term :

For stock options granted in 2021 through 2024, since there was not a significant history of stock option exercises as a public company, the Company considered the stock option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term.

For stock options granted prior to 2021, the expected term was the estimated duration to a liquidation event based on a weighted average consideration of the most likely exit prospects for that stage of development.

BlackSky Holdings, Inc.

(“Legacy BlackSky”) was privately funded and, accordingly, the lack of marketability was factored into the expected term of options granted.

For options granted since 2021, as there is not a significant history of option exercises as a public company, the Company considered the stock option vesting terms and contractual period, as well as the demographics of the holders, in estimating the expected term.

The Company will review its estimate in the future and adjust it, if necessary, due to changes in the Company’s historical exercises.

The most significant assumption used to determine the fair value of the Legacy BlackSky equity-based awards was the estimated fair value of the Legacy BlackSky Class A common stock on the grant date.

In order to determine the fair value of its Class A common stock on the date of grant prior to the Merger, Legacy BlackSky historically relied on a valuation analysis performed using a combination of market and income

Subsequent to the Merger, the Company uses the NYSE trading price as the fair value of the Company's Class A common stock for valuation purposes.

Legacy BlackSky historically adjusted the exercise price of certain outstanding stock options.

For each award with an adjusted exercise price, Legacy BlackSky calculated the incremental fair value, which was the excess of the fair value of the modified award over the fair value of the original award immediately before the modification.

The incremental fair value was recognized as stock-based compensation expense immediately to the extent that the modified stock option already had vested, and for stock options that were not yet vested, the incremental fair value has been recognized as stock-based compensation expense over the remaining vesting period.

The most significant assumption used to determine the fair value of Legacy BlackSky's equity-based awards was the estimated fair value of the Legacy BlackSky Class A common stock on the grant date.

Prior to the Merger, in order to determine the fair value of its Class A common stock on the date of grant.

Legacy BlackSky historically relied on a valuation analysis performed using a combination of market and income approaches.

After the Merger, the Company uses the NYSE trading price as the fair value of the Company's Class A common stock for valuation purposes.

Warrant Liabilities

In October 2019, Osprey, BlackSky's predecessor company and special purpose acquisition company, issued 2.0 million public warrants and 1.0 million Private Placement Warrants in connection with its public offering.

In October 2019, Osprey, BlackSky's predecessor company and a special purpose acquisition company, issued 2.0 million public warrants and 1.0 million Private Placement Warrants in connection with its public offering.

In March 2023, the Company issued 2.1 million Private Placement Warrants in connection with a private placement of shares of Class A common stock and accompanying warrants.

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As of December 31, 2025, the Company’s consolidated balance sheets included liability classified warrants, reported as derivative liabilities.

The fair value of the public warrants was estimated as of December 31, 2024 using the public warrants’ quoted market price.

The Company estimated the fair value of the public warrants as of December 31, 2025 using the public warrants’ quoted market price.

The October 2019 and March 2023 Private Placement Warrants were valued using a Black-Scholes option pricing model for initial and subsequent measurements.

The liabilities associated with the public warrants and the Private Placement Warrants are subject to re-measurement at each balance sheet date until exercised, and any change in fair value is recognized in (loss) gain on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

The liabilities associated with the public warrants and the Private Placement Warrants are subject to re-measurement at each balance sheet date until exercised, and any net gains or losses in the change in fair value is recognized in loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss.

Transaction Costs

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Lender fees have been capitalized and included in either debt - current portion or long-term debt - net of current portion in the consolidated balance sheets, depending on the classification of the associated debt.

Third-party costs associated with the debt modification were expensed in the consolidated statements of operations and comprehensive loss.

Additionally, during 2024, the Company incurred legal fees, accounting fees, information technology fees, and other incremental third-party costs related to its business acquisition, as described in Note 7.

Transaction fees were expensed as incurred as selling, general and administrative in the consolidated statements of operations and comprehensive loss.

Deferred Financing Costs

Financing costs consist of legal fees, accounting fees, and other third-party costs that are directly related to the Company’s future financing transactions and will be assigned to the cost of financing upon the completion of the applicable future transaction(s).

There were no deferred financing costs capitalized as of December 31, 2024.

During the year ended December 31, 2023, the Company incurred deferred financing costs of $ 0.1 million, which were included in other assets in the Company's consolidated balance sheets as of December 31, 2023.

Additionally, the Company incurs legal fees, accounting fees, information technology fees, and other incremental third-party costs, including the business acquisition in 2024, as described in Note 7.

Transaction fees are expensed as incurred as selling, general and administrative expenses in the consolidated statements of operations and comprehensive loss.

Deferred Offering Costs

Deferred offering costs consist of legal fees, accounting fees, underwriting fees, and other third-party costs that are directly related to the Company’s future equity offering(s) and will be charged to additional paid in capital upon the completion of the applicable future transactions.

During the year ended December 31, 2024 the Company incurred $ 0.1 million of deferred offering costs, which were included in other assets in the Company's consolidated balance sheets as of December 31, 2024.

The Company did not incur any deferred offering costs during the year ended December 31, 2023.

Business Combinations

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Goodwill generated from acquisitions is recognized if the fair value of the purchase consideration transferred, or the fair value of the acquirer’s interest in the acquiree if no consideration is transferred, and any noncontrolling interests is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed.

In determining the fair value of identifiable assets, the Company uses various valuation techniques which requires it to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.

In determining the fair value of identifiable assets, the Company uses various valuation techniques that require it to make estimates and assumptions surrounding projected revenues and costs, future growth, and discount rates.

Accounting Standards Updates (“ASU”)

Accounting Standards Recently Adopted

On November 27, 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.

2023-07 Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.

Among other new disclosure requirements, ASU 2023-07 requires companies to disclose significant segment expenses that are regularly provided to the chief operating decision maker.

ASU 2023-07 is effective for annual periods beginning on January 1, 2024 and interim periods beginning on January 1, 2025.

ASU 2023-07 must be applied retrospectively to all prior periods presented in the financial statements.

The Company adopted ASU 2023-07 during the year ended December 31, 2024 .

See Note 4—“Segment Information” for further detail.

Accounting Standards Recently Issued But Not Yet Adopted

On December 14, 2023, the FASB issued ASU No.

In December 2023, the FASB issued ASU No.

2023-09 Income Taxes (Topic 740):

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In addition, ASU 2023-09 requires companies to disclose additional information about income taxes paid.

ASU 2023-09 will be effective for annual periods beginning January 1, 2025 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is currently evaluating the impacts of this update and plans to adopt these amendments using the prospective approach for annual disclosures in 2025.

On November 4, 2024, the FASB issued ASU No.

The Company adopted ASU 2023-09 using the retrospective approach during the year ended December 31, 2025.

See Note 14—“Income Taxes” for further detail.

Accounting Standards Recently Issued But Not Yet Adopted

In November 2024, the FASB issued ASU No.

2024-03 Disaggregation of Income Statement Expenses.

ASU 2024-03 requires disaggregation of certain expense captions into specified categories in disclosures within the footnotes to the financial statements.

ASU 2024-03 will be effective for annual periods beginning January 1, 2027 and interim periods beginning January 1, 2028 and will be applied on a prospective basis with the option to apply the standard retrospectively.

ASU 2024-03 will be effective for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027 and will be applied on a prospective basis with the option to apply the standard retrospectively.

The Company is evaluating the disclosure impact of ASU 2024-03;

however, it is not expected that the standard will have a material impact on the Company’s consolidated financial position, results of operations and/or cash flows.

In September 2025, the FASB issued ASU No.

2025-06 Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

ASU 2025-06 amends certain aspects of the accounting for and disclosure of software costs, primarily modernizing the guidance to reflect the software development approaches currently used.

ASU 2025-06 will be effective for annual periods beginning after December 15, 2027 and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is in the early stages of evaluating the adoption impact and cannot yet reasonably estimate the impact to the consolidated financial statements.

In December 2025, the FASB issued ASU No.

2025-11 Interim Reporting (Topic 270):

Narrow-Scope Improvements.

ASU 2025-11 clarifies the applicability of Topic 270 and the form and content of interim financial statements.

In addition, ASU 2025-11 requires entities to disclose material events occurring since the last annual reporting period.

ASU 2025-11 will be effective for interim periods beginning January 1, 2028, and can be applied on a prospective or retrospective basis.

The Company is in the early stages of evaluating the adoption impact and cannot yet reasonably estimate the impact to the consolidated financial statements.

Segment Information

The Company’s Chief Operating Decision Maker (“CODM”) as defined under GAAP, who is the Company’s Chief Executive Officer, has determined the allocation of resources and assessed performance based upon the consolidated results of the Company.

The CODM uses consolidated net loss to assess financial performance and allocate resources.

Accordingly, the Company is currently deemed to be comprised of only one operating segment and one reportable segment.

This segment, which comprises the continuing operations of the Company’s single operating and reportable segment, provides geospatial intelligence, imagery and related data analytic products and services, of which the Company incurs costs and recognizes revenue on professional and engineering services including but not limited to, the development, integration, and operation of satellites and software platforms, as well as ground systems, that support the Company's primary imagery service subscriptions.

The CODM has utilized consolidated net loss to assess financial performance and allocate resources.

Accordingly, for the years ended December 31, 2025 and 2024, the Company was deemed to be comprised of only one operating segment and one reportable segment.

This segment, which comprised the continuing operations of the Company’s single operating and reportable segment, provided space-based intelligence products and services through three integrated revenue streams—space-based intelligence & AI services, mission solutions, and advanced technology programs—along with related costs, primarily consisting of cloud computing and hosting services, direct materials to build and test specific components, and internal labor for service solutions that enhance customer adoption and operational integration of the Company's technology.

See Note 2—"Basis of Presentation and Summary of Significant Accounting Policies" for further detail.

The following table presents selected financial information with respect to the Company’s single reportable segment for the years ended December 31, 2025 and 2024:

Years Ended December 31,

Imagery & software analytical services $ 70,062 $ 65,391

Professional & engineering services 32,031 29,101

Space-based intelligence & AI services

Mission solutions

Advanced technology programs

Total revenue

Costs and expenses

Imagery & software analytical direct labor costs 2,502 3,304

Imagery & software analytical direct materials costs 11,405 10,489

Professional & engineering direct labor costs 9,167 13,160

Professional & engineering direct materials costs 4,358 6,828

Space-based intelligence & AI services direct labor costs

Space-based intelligence & AI services direct materials costs

Mission solutions direct labor costs

Mission solutions direct materials costs

Advanced technology programs direct labor costs

Advanced technology programs direct materials costs

Salaries and benefit costs

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Depreciation and amortization

Loss (gain) on derivatives 2,815 ( 7,679 )

Loss on derivatives

Loss on debt extinguishment

Income on equity method investments

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Interest expense

Other (income) expense, net ( 3 ) 1,807

Other income, net

Income tax expense

Net loss $ ( 57,218 ) $ ( 53,859 )

(1) Relates to stock-based compensation expense within selling, general, and administrative costs.

(2) Other segment items included in net loss primarily includes selling, general, and administrative costs and research and development costs.

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Disaggregation of Revenue

The Company earns revenue through the sale of imagery and software analytical services and professional and engineering services.

The Company’s management primarily disaggregates revenue as follows:

(ii) data, software and analytics;

(iii) professional services;

and (iv) engineering services.

This disaggregation allows the Company to evaluate market trends in certain imagery and software analytical services and professional and engineering services.

The following table disaggregates revenue by type for the years ended December 31, 2024 and 2023:

The Company generates revenue from the sale of space-based intelligence & AI services, mission solutions, and advanced technology programs, primarily to domestic and international government agencies.

See Note 2—"Basis of Presentation and

Summary of Significant Accounting Policies" for further detail.

The approximate revenue based on the geographic location of end customers was as follows for the years ended December 31, 2025 and 2024:

Years Ended December 31,

(in thousands)

Imagery $ 62,518 $ 54,630

Data, software, and analytics 7,544 10,761

Professional services 26,101 16,824

Engineering services 5,930 12,277

United States

Rest of world

Total revenue

The approximate revenue based on geographic location of end customers was as follows for the years ended December 31, 2024 and 2023:

The Company has a concentration of contractual revenue arrangements with the U.S.

federal government and agencies as well as with international governments.

For the years ended December 31, 2025 and 2024, the rest of world had three and two countries, respectively, that generated 10 % or more of the Company's total revenue.

For the years ended December 31, 2025 and 2024, the Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue:

Years Ended December 31,

(in thousands)

North America $ 63,782 $ 60,023

Middle East (1)

Asia Pacific (2)

22,768 25,058

Other 986 1,026

Total revenue $ 102,093 $ 94,492

(1) For the year ended December 31, 2024, Middle East revenue included $ 12.3 million of revenue from Country A;

the amount of revenue from Country A for the year ended December 31, 2023 was not individually significant to the Company.

The remaining Middle East countries were not individually significant to the Company.

(2) For the years ended December 31, 2024 and 2023, Asia Pacific revenue included $ 16.5 million and $ 13.3 million of revenue, respectively, from Country B.

Asia Pacific revenue included $ 11.5 million of revenue from Country C for the year ended December 31, 2023;

the amount of revenue from Country C for the year ended December 31, 2024 was not individually significant to the Company.

The remaining Asia Pacific countries were not individually significant to the Company.

Geographic Area (1)

federal government and agencies

United States

Rest of world

Accounts Receivable

As of December 31,

Geographic Area (1)

federal government and agencies

United States

Rest of world

* Revenue and/or accounts receivable from these customers were less than 10% of total revenue and/or accounts receivable during the period.

(1) As of December 31, 2025 and 2024, each customer whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue relates to a unique country whose revenue also individually represented 10% of total revenue.

Revenue from categories of end customers for the years ended December 31, 2025 and 2024 was as follows:

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The Company's backlog excludes unexercised contract options.

As of December 31, 2024, the Company had $ 261.7 million of backlog, which represents the transaction price of executed contracts less inception to date

revenue recognized.

The Company expects to recognize revenue relating to its backlog, of which a portion is recorded in deferred revenue in the consolidated balance sheets, of $ 75.9 million, $ 45.2 million, and $ 140.6 million in fiscal year 2025, fiscal year 2026, and thereafter, respectively.

As of December 31, 2025, the Company had $ 345.3 million of backlog, which represents the transaction price of executed contracts less inception to date revenue recognized.

The Company expects to recognize revenue relating to its backlog, a portion of which is recorded in deferred revenue in the consolidated balance sheets, of $ 77.3 million, $ 55.2 million, and $ 212.8 million in, fiscal year 2026, fiscal year 2027, and thereafter, respectively.

Contract Assets and Liabilities

The components of contract assets and contract liabilities consisted of the following:

December 31, December 31,

(in thousands)

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Total contract assets - long-term (1)

$ 1,110 $ 8,760

Contract liabilities - current:

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Contract liabilities - long-term:

Deferred revenue - long-term

Other contract liabilities - long-term (2)

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(1) Total contract assets - long term is included in other assets in the consolidated balance sheets.

(2) Total contract liabilities - long term is included in other liabilities in the consolidated balance sheets.

Contract liabilities include payments received and billings made in advance of the satisfaction of performance obligations under the contract and are realized when the associated revenue is recognized under the contract.

Contract assets include (i) unbilled revenue, which is the amount of revenue recognized in excess of the amount billed to customers, where the rights to payment are not just subject to the passage of time;

and (ii) costs incurred incremental to the contract and to fulfill contract obligations.

(2) Other contract liabilities - long term is included in other liabilities in the consolidated balance sheets.

Contract liabilities include payments received and billings made in advance of the satisfaction of performance obligations under a contract and are realized when the associated revenue is recognized under a contract.

Contract assets include unbilled revenue, which is the amount of revenue recognized in excess of the amount billed to customers, where the rights to payment are not just subject to the passage of time;

and costs incurred incremental to the contract to fulfill contract obligations.

Other contract assets and other contract liabilities primarily relate to contract commissions on customer contracts.

Changes in short-term and long-term contract assets and contract liabilities for the year ended December 31, 2025 were as follows:

Contract Assets Contract Liabilities

Contract Assets

Contract Liabilities

(in thousands)

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Cumulative catch-up adjustment arising from changes in estimates to complete during the year

Cumulative catch-up adjustment arising from contract modifications — ( 11 )

Changes in costs to fulfill and amortization of commission costs

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Business Acquisition

On November 6, 2024, the Company acquired the remaining 50 % of the common units of LeoStella, and LeoStella became a wholly-owned subsidiary of the Company.

Purchase consideration of $ 0.9 million consisted of the value of the Company's 50% ownership in LeoStella at the time of the business combination.

It is expected that this acquisition will allow the Company to improve its control over the Gen-3 supply chain and production operations.

Prior to obtaining a controlling interest, the Company accounted for its 50 % ownership in LeoStella as an equity method investment (see Note 2 for information regarding the previous treatment of LeoStella).

This transaction was accounted for as a “step acquisition” (as defined by GAAP) and, as such, the Company remeasured its pre-existing equity interest in LeoStella immediately prior to the completion of the acquisition to its estimated fair value.

The results of LeoStella since the acquisition date have been included in the Company’s consolidated financial statements.

The following table presents the preliminary purchase price allocation, which summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

The purchase price allocation is preliminary and is subject to change during the measurement period, which is generally one year from the acquisition date.

All intra-entity deferred profits have been excluded from the table (see Note 2—“Basis of

Presentation and Summary of Significant Accounting Policies” for discussion of the Company's pre-existing relationship with LeoStella).

In November 2024, the Company acquired the remaining 50 % of the common units of BlackSky Satellite Systems, f/k/a LeoStella, and it is now a wholly-owned subsidiary of the Company.

Purchase consideration of $ 0.8 million consisted of the value of the Company's 50 % ownership in BlackSky Satellite Systems at the time of the business combination.

The following table presents the final purchase price allocation as of December 31, 2025, which summarizes the fair values of the assets acquired and liabilities assumed at the date of acquisition.

(in thousands)

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Total intangible assets

Other assets 1,525

Current liabilities

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Goodwill of $ 0.9 million from the business acquisition was primarily attributed to the value expected from the workforce acquired from the acquisition.

In addition, $ 0.5 million of the goodwill recognized is expected to be deductible for income tax purposes.

Intangible assets acquired included in-process research and development, which has an indefinite life until development is complete, and various finite-lived intangible assets that are subject to amortization, including trade names and trademarks with estimated useful lives of 5 years.

The acquisition-date fair value was determined using a combination of cost approaches and discounted cash flow methods.

In addition, $ 0.4 million of the recognized goodwill is deductible for income tax purposes.

The Company determined the acquisition-date fair value using a combination of cost approaches and discounted cash flow methods.

With respect to intangible assets, the estimated fair values were determined based on relief from royalty and multi-period excess earnings methods.

These models used primarily Level 3 inputs, including estimates of projected revenue growth rates, projected EBITDA margins, and an estimated discount rate.

In accordance with accounting for a step acquisition, the Company recognized a gain of $ 0.9 million as a result of remeasuring its pre-existing interest in LeoStella held immediately before the business combination, which is included in income on equity method investments in the consolidated statements of operations and comprehensive loss.

During the year ended December 31, 2024, the Company incurred $ 0.5 million of acquisition-related transactions costs, which is included in selling, general and administrative costs in the consolidated statements of operations and comprehensive loss.

The amounts of LeoStella's revenue and net loss included in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2024 were not significant.

Unaudited Pro Forma Financial Information

The following unaudited pro forma financial information summarizes the combined results of the Company and LeoStella as if the acquisition had occurred on January 1, 2023.

The following unaudited pro forma financial information summarizes the combined results of the Company and BlackSky Satellite Systems as if the acquisition had occurred on January 1, 2024.

The pro forma results have been prepared for comparative purposes only, and do not necessarily represent what the results of operations would have been had the acquisition been completed on January 1, 2024.

3 unchanged sentences

and the alignment of accounting policies.

Years Ended December 31,

Year Ended December 31, 2024

(in thousands)

Pro forma revenue

$ 107,032 $ 102,371

Pro forma net loss

( 68,128 ) ( 63,295 )

Prepaid Expenses and Other Current Assets

The components of prepaid expenses and other current assets were as follows:

(in thousands)

Receivable for insurance recoveries

Prepaid expenses

Other current assets

Total prepaid expenses and other current assets

As of December 31, 2025, the Company recognized a current asset for expected insurance recoveries related to a contingent liability where the loss is expected to be within insurance limits.

Property and Equipment - net

The following summarizes property and equipment - net as of:

December 31, December 31,

(in thousands)

Satellites $ 107,004 $ 125,124

Software 32,587 20,384

Office furniture and fixtures

Production and engineering equipment 2,986 —

Software development in process

Production and engineering equipment

Site equipment

1 unchanged sentence

Other equipment

Total 160,296 157,230

accumulated depreciation

Property and equipment — net

Depreciation of property and equipment was $ 42.9 million for each of the years ended December 31, 2024 and 2023.

Depreciation of property and equipment was $ 29.3 million and $ 42.9 million for the years ended December 31, 2025 and 2024, respectively.

Goodwill and Intangible Assets

The Company performed an annual qualitative goodwill assessment of the goodwill held related to its reporting unit as of October 1, 2024.

The Company performed an annual qualitative goodwill assessment related to its reporting unit as of October 1, 2025.

The Company determined that no triggering events occurred that would require the Company to quantitatively test goodwill for impairment during the year ended December 31, 2025.

As of December 31, 2024, the Company believes that the estimated fair value of its reporting unit is still in excess of its respective carrying value and therefore is not at-risk of being impaired.

As of December 31, 2025, the Company believes that the estimated fair value of its reporting unit remains significantly in excess of its respective carrying value and therefore is not at-risk of being impaired.

As a result, the Company did not have any impairment losses during the years ended December 31, 2025 and 2024.

To the extent this reporting unit realizes actual operating results in the future below forecasted results, or realizes decreases in forecasted results as compared to previous forecasts or, in the event the estimated fair value of the reporting unit decreases (as a result, among other things, of changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future.

To the extent this reporting unit realizes actual operating results below forecasted results, realizes decreases in forecasted results as compared to previous forecasts, or the estimated fair value of the reporting unit decreases (as a result of, among other things, changes in market capitalization, including further declines in the stock price), the Company may incur goodwill impairment charges in the future.

Goodwill was as follows:

5 unchanged sentences

Balance as of January 1, 2025

$ 9,393 $ — $ 9,393

Fair value adjustment related to acquisition

Balance as of December 31, 2025

1 unchanged sentence

Balance as of January 1, 2024

$ 9,393 $ — $ 9,393

Balance as of December 31, 2024

$ 9,393 $ — $ 9,393

Intangible Assets - net

9 unchanged sentences

Total finite-lived intangible assets:

6,814 ( 4,868 ) 1,946

Indefinite-lived intangible assets:

1 unchanged sentence

Total intangible assets at December 31, 2025

$ 10,314 $ ( 4,868 ) $ 5,446

December 31, 2024

Finite-lived intangible assets:

Trade names and trademarks

Customer relationships

Distribution agreements 326 ( 326 ) —

Technology and domain name 3,948 ( 3,948 ) —

Total finite-lived intangible assets:

Indefinite-lived intangible assets:

In-process research and development

Total intangible assets at December 31, 2024

$ 10,804 $ ( 9,447 ) $ 1,357

For the years ended December 31, 2024 and 2023, amortization expense related to intangible assets was $ 0.6 million.

This amount is included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss.

The Company estimates that it will have the following amortization expense for the future periods indicated below:

For the years ended December 31, 2025 and 2024, amortization expense related to intangible assets was $ 1.0 million and $ 0.6 million, respectively.

These amounts are included in depreciation and amortization expense in the consolidated statements of operations and comprehensive loss.

The Company estimates that it will have the following amortization expense related to finite-lived intangible assets for the future periods indicated below:

For the years ending December 31:

(in thousands)

Total $ 5,446

Accounts Payable and Accrued Liabilities

The components of accounts payable and accrued liabilities were as follows:

December 31, December 31,

(in thousands)

1 unchanged sentence

Accrued payroll

Accrued capital expenditures

Accrued professional services, legal, and other general and administrative

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The components of other current liabilities were as follows:

December 31, December 31,

(in thousands)

Other current liabilities $ 182 $ 244

Accrued interest

Contingent liabilities

Operating lease right-of-use liabilities

Estimated non-income tax liability 158 196

Other current liabilities

Total other current liabilities

The Company accrued a contingent liability and an offsetting current receivable as of December 31, 2025 related to a contingent liability where the loss is within insurance limits.

See Note 23—“Commitments and Contingencies” for additional information on the contingent liability.

Employee Benefit Plan

4 unchanged sentences

The Company's consolidated effective income tax rate from continuing operations for the years ended December 31, 2025 and 2024 was - 0.18 % and - 0.70 %, respectively.

The Company's provision for income taxes from continuing operations for the years ended December 31, 2024 and 2023 was as follows:

The Company's provision for income taxes for the years ended December 31, 2025 and 2024 was as follows:

Years Ended December 31,

(in thousands)

Federal $ — $ —

State 205 569

Foreign 165 104

Total current

1 unchanged sentence

Total provision for income taxes

The Company’s primary operations are domestically located and the Company is subject to tax in one foreign jurisdiction.

The Company’s primary operations are located domestically.

The Company is subject to tax in one foreign jurisdiction.

The provision for income taxes differed from the amount computed by applying the federal statutory income tax rate of 21% to loss before income taxes due to the following items for the years ended December 31, 2025 and 2024:

1 unchanged sentence

($ in thousands)

Tax benefit at federal statutory rate $ ( 11,938 ) $ ( 11,169 )

Non-deductible compensation 171 2,342

State tax, net of federal benefit ( 95 ) ( 9,393 )

Valuation allowance 10,773 17,251

Shortfall of stock compensation deduction 1,288 2,666

Non-taxable warrants 591 ( 1,613 )

Other ( 420 ) 589

Income tax expense $ 370 $ 673

United States statutory tax rate

State and local income taxes, net of federal income tax effect (1)

Foreign tax effects:

Other foreign jurisdictions

Changes in valuation allowances

Nontaxable or nondeductible items:

Stock option deduction

Warrant fair market value remeasurement

(Income)/loss on EMI

Executive compensation limitation

Other adjustments:

Adjustment of deferred tax liabilities - other

Adjustment of deferred tax assets - capital loss expiration

Effective Tax Rate

(1) State taxes in Virginia made up the majority (greater than 50 percent) of the tax eﬀect in this category.

Income taxes paid (net of refunds) for the years ended December 31, 2025 and 2024 were as follows:

Years Ended December 31,

(in thousands)

(1) All state income taxes paid were paid to Virginia for the years ended December 31, 2025 and 2024.

(2) All foreign income taxes paid were paid to the United Kingdom for the years ended December 31, 2025 and 2024.

The deferred income tax expense as of December 31, 2025 and 2024 was $ 0 .

4 unchanged sentences

Net operating loss carryforwards

163(j) carryforward 11,603 9,214

163(j) carryforwards

Accruals and reserves

13 unchanged sentences

Below is a summary of the Company's estimated loss and tax credit carryforwards.

In the year ended December 31, 2022, the Company performed a historic ownership change analysis and concluded that $ 1.5 million of federal net operating loss carryforward pre-tax attributes were subject to limitations, as defined by the Internal Revenue Code Sections 382 and 383, will go unutilized.

Tax Effected Expiration

In the year ended December 31, 2022, the Company performed a historic ownership change analysis and concluded that $ 1.5 million of federal net operating loss carryforwards pre-tax attributes were subject to limitations, as defined by the Internal Revenue Code Sections 382 and 383, will go unutilized.

($ in thousands)

Federal net operating loss ("NOL") carryforward

Federal NOL carryforward 54,595 Indefinite

Federal capital loss carryforward 3,993 2025

Federal NOL carryforward

State NOL carryforwards

8 unchanged sentences

Tax years 2015-2024 remain open for examination.

Below is a tabular reconciliation of the total amounts of unrecognized tax benefits:

Below is a reconciliation of the total amounts of unrecognized tax benefits:

(in thousands)

Unrecognized tax benefits - January 1

Gross decrease - tax positions in current period — —

Gross increase - tax positions in current period

Gross increase - tax positions in prior period

Unrecognized tax benefits - December 31

The majority of the unrecognized tax benefits in the year ended December 31, 2024 is from the valuation of guaranteed incentives shares issued for SVB guarantors.

For the year ended December 31, 2025, the majority of the unrecognized tax benefits is from the valuation of guaranteed incentive shares issued for parties that guaranteed the Company's Silicon Valley Bank debt prior to the Merger.

The balance of unrecognized tax benefits as of December 31, 2025 and 2024, if recognized, would not affect the Company's effective tax rate and would result in adjustments to other tax accounts, primarily deferred tax assets and the net operating loss carry forward.

1 unchanged sentence

The carrying value of the Company’s outstanding debt consisted of the following amounts:

December 31, December 31,

(in thousands)

4 unchanged sentences

Outstanding balance

Effective Interest Rate December 31, December 31,

Name of Loan 2024 2023

Effective Interest Rate

(in thousands)

Loans from related parties

12.23 % - 12.57 %

$ 93,034 $ 84,578

Convertible Senior Notes

Satellite launch vendor financing

7.30 % - 11.62 %

Commercial bank line

10.98 % 10,000 —

Total $ 109,034 $ 84,578

Loans from related parties

On May 9, 2023, BlackSky and its subsidiaries entered into an Amendment to its Amended and Restated Loan and Security Agreement with Intelsat and Seahawk, dated October 31, 2019 and previously amended on September 9, 2021.

The Amendment amended the secured loan facility to, among other things:

(i) extend the maturity date of the loan from October 31, 2024 to October 31, 2026, (ii) roll the cash interest payment due on May 1, 2023 into the outstanding principal to be paid on the maturity date, (iii) increase the interest rate on the loan as of the Amendment date from 9 % to 12 %, of which (x) 9.6 % will be paid in kind as principal due on the maturity date, with the remainder paid as cash interest on a semi-annual basis, until May 1, 2025 and (y) after May 1, 2025, up to 4 % can be paid in kind as principal due on the maturity date, with the remainder to be paid as cash interest on a semi-annual basis, and (iv) add certain financial covenants.

This facility is secured by

substantially all of the Company’s assets, is guaranteed by the Company’s subsidiaries, and contains customary covenants and events of default.

The Amendment was accounted for as a debt modification and related transaction costs of $ 1.3 million were recorded during the year ended December 31, 2023.

12.23 % - 12.57 %

Commercial bank line

Convertible Senior Notes

In July 2025, the Company issued $ 185.0 million aggregate principal amount of Convertible Senior Notes in a private offering.

The Convertible Senior Notes mature on August 1, 2033 unless earlier converted, redeemed or repurchased.

The Convertible Senior Notes bear interest at a rate of 8.25 % per year, payable semiannually in arrears on February 1 and August 1 of each year, beginning on February 1, 2026.

The following table summarizes the interest expense for the Convertible Senior Notes for the year ended December 31, 2025:

Year Ended December 31,

(in thousands)

Coupon interest

Amortization of debt issuance costs

Total interest expense

Holders may convert their Convertible Senior Notes at their option at any time prior to the close of business on the second scheduled trading day immediately preceding the maturity date.

Upon conversion, the Company will pay shares of the Company's Class A common stock, or deliver cash, or a combination of cash and shares of the Company's Class A common stock, at the Company's election.

The conversion rate of the notes will initially be 27.1909 shares of BlackSky’s Class A common stock per $1,000 principal amount of Convertible Senior Notes (equivalent to an initial conversion price of approximately $ 36.78 per share of Class A common stock).

The conversion rate is subject to adjustment upon the occurrence of certain events set forth in the indenture governing the terms of the Convertible Senior Notes.

The Company may not redeem the Convertible Senior Notes prior to August 4, 2028.

The Company may redeem for cash all or any portion of the Convertible Senior Notes, at the Company's option, on or after August 4, 2028 and prior to the 26 th scheduled trading day immediately preceding the maturity date, if (1) the last reported sale price of the Company's Class A common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption and (2) certain liquidity conditions are satisfied, at a redemption price equal to 100 % of the principal amount of the Convertible Senior Notes to be redeemed, plus accrued and unpaid interest to, but excluding, the redemption date.

In addition, upon the occurrence of a make-whole fundamental change or our issuance of a notice of redemption, the Company will, in certain circumstances, increase the conversion rate by a number of additional shares for a holder that elects to convert such Convertible Senior Notes in connection with such make-whole fundamental change or notice of redemption.

Satellite Launch Vendor Financing

In November 2023, the Company entered into a vendor financing agreement for multiple satellite launches providing for $ 27.0 million, of which a portion can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone.

Payments will accrue interest at 12.6 % per annum, beginning on each launch date.

The Company may prepay at any time until the maturity date without premium or penalty.

During the year ended December 31, 2024, the Company incurred $ 6.0 million of debt related to the satellite launch vendor financing agreement.

In November 2023, the Company entered into a vendor financing agreement to fund the costs of multiple satellite launches providing for $ 27.0 million, for which payments accrue interest at 12.6 % per annum and in November 2025, the Company entered into an additional agreement for multiple satellite launches providing for

$ 30.6 million, for which payments accrue interest at 9.50 % per annum.

A portion of the vendor financing agreements can be drawn down equally per satellite launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone.

Interest begins to accrue on each launch date.

The Company may prepay either agreement at any time until the maturity date without premium or penalty.

The outstanding debt related to the vendor financing agreements is guaranteed by the Company’s subsidiaries and secured by substantially all of the assets of the Company and its subsidiaries.

During the year ended December 31, 2025, the Company incurred $ 19.7 million of additional debt and repaid $ 3.6 million of principal and interest related to the satellite launch vendor financing agreements.

Loans from Related Parties

In May 2023, BlackSky and its subsidiaries entered into an Amendment to its Amended and Restated Loan and Security Agreement with Intelsat Jackson Holdings, SA (“Intelsat”) and Seahawk SPV Investment LLC (“Seahawk”), dated October 31, 2019 and previously amended on September 9, 2021.

In July 2025, the Company repaid the loans owed to both entities under the loan agreement in their entirety plus accrued interest in the amount of $ 100.2 million.

Commercial Bank Line

In April 2024, the Company, and certain subsidiaries of the Company, as co-borrowers, entered into a commercial bank line with Stifel Bank.

The commercial bank line provides for a $ 20.0 million revolving credit facility, including a $ 0.5 million sub-facility for the issuance of letters of credit and other ancillary banking services.

As of December 31, 2024, there was $ 10.0 million outstanding under the revolving credit facility.

The commercial bank line matures on June 30, 2026.

The commercial bank line accrues interest at a rate equal to the greater of (A) the prime rate or (B) 6 %.

Interest on the loan is payable quarterly in arrears.

The Company is required to pay an unused line fee of 0.25 % per annum, payable quarterly in arrears.

The Company may borrow, prepay and re-borrow revolving loans, without premium or penalty.

The principal amount of outstanding loans, together with accrued and unpaid interest, is due on the loan maturity date.

The Company is also obligated to pay a fee to the lender upon the occurrence of certain change of control events or the refinancing, repayment, or termination of the commercial bank line, along with other customary fees for a loan facility of this size and type.

The Company’s obligations under the commercial bank line are secured by substantially all of the Company’s assets, including intellectual property.

Pursuant to a subordination arrangement, the security interest granted to Stifel Bank is senior to the security interest the Company granted to Intelsat Jackson Holdings SA pursuant to that certain Amended and Restated Loan and Security Agreement, dated as of October 31, 2019, as amended.

In April 2024, the Company, and certain subsidiaries of the Company, as co-borrowers, entered into a commercial bank line with Stifel Bank that provided for a $ 20.0 million revolving credit facility.

In July 2025, the Company repaid the amount owed under the revolving credit facility in its entirety plus accrued interest in the amount of $ 10.0 million.

The Company subsequently closed the commercial bank line.

Debt Maturities

Under the Company’s loan agreements, minimum required maturities are as follows:

For the years ending December 31, (in thousands)

For the years ending December 31,

(in thousands)

Total outstanding

Fair Value of Debt

The estimated fair value of the Company’s outstanding long-term debt was $ 120.3 million and $ 78.7 million as of December 31, 2024 and 2023, respectively, which is different than the historical cost of the long-term debt as reflected in the Company’s consolidated balance sheets.

The fair value of the long-term debt was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating.

The following table presents the fair value hierarchy of the Company’s outstanding long-term debt as of December 31, 2025:

December 31, 2025

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(in thousands)

Convertible Senior Notes

Satellite launch vendor financing

The fair value of the satellite launch vendor financing was estimated using Level 3 inputs, based on interest rates available for debt with terms and maturities similar to the Company’s existing debt arrangements and credit rating.

The estimated fair value of the Company’s outstanding long-term debt as of December 31, 2024 was $ 120.3 million, which represents a Level 3 measurement based off of the fair value hierarchy.

Compliance with Debt Covenants

The Company is required to maintain the following financial covenants:

• $ 10.0 million of minimum cash and cash equivalents balance, measured quarterly as of the last day of each fiscal quarter.

• Adjusted EBITDA, measured quarterly as of the last day of each fiscal quarter, of not less than:

• $ 5.0 million for the trailing four quarter period ending as of December 31, 2024 through September 30, 2025 and

• $ 10.0 million for the trailing four quarter period ending as of December 31, 2025 and as of the end of each fiscal quarter thereafter.

• Quarterly minimum revenue targets agreed upon by the Company and the bank at the beginning of each year.

• Unrestricted and unencumbered cash and cash equivalents in an amount equal to at least one hundred percent of the outstanding debt at all times.

In addition, the commercial bank line contains customary affirmative and negative covenants, including covenants limiting the Company's ability to, among other things, incur debt, grant liens, pay dividends and distributions on its capital stock, make investments and acquisitions, and make capital expenditures, in each case subject to customary exceptions for a loan facility of this size and type.

If the Company fails to meet the minimum cash covenant, the commercial bank line provides the Company with the ability to cure the breach with the deposit of proceeds from the issuance of capital stock or subordinated debt.

As of December 31, 2024, all debt instruments contained customary covenants and events of default.

The Company was in compliance with all financial and non-financial covenants as of December 31, 2024.

As of December 31, 2025, all debt instruments contain customary covenants and events of default.

There are no covenants tied to financial metrics and the Company was in compliance with all non-financial covenants as of December 31, 2025.

Equity Warrants Classified as Derivative Liabilities

Warrant Issuances

In March 2023, the Company completed the closing of a private placement whereby the Company issued warrants to purchase up to 2.1 million shares of Class A common stock.

The purchase price of each share and associated warrants was $ 17.61 .

Including the issuance of Company’s Class A common stock, the aggregate gross proceeds to the Company from the private placement were $ 29.4 million, before deducting the placement agent fees and other offering expenses payable by the Company.

The Company uses the net proceeds from the private placement for general corporate purposes, including working capital.

The warrants have an exercise price of $ 17.61 per share of Class A common stock, and are exercisable until September 8, 2028.

The March 2023 Private Placement Warrants provide that a holder of warrants will not have the right to exercise any portion of its warrants if such holder, together with its affiliates, would beneficially own in excess of 4.99 % of the number of shares of common stock outstanding immediately after giving effect to such exercise;

provided, however, that each holder may increase or decrease the beneficial ownership limitation by giving notice to the Company;

but not to any percentage in excess of 9.99 %.

The Company incurred transaction costs which consisted of legal fees, accounting fees, placement agent fees, and other third-party costs directly related to the March 2023 private placement.

The transaction costs of $ 0.9 million related to the 2023 Private Placement Warrants were included in other income (expense), net in the consolidated statements of operations and comprehensive loss for the year ended December 31, 2023.

The Company also has outstanding warrants, which includes public warrants exercisable for 2.0 million shares and Private Placement Warrants exercisable for 1.0 million shares (certain of which are subject to the achievement of trading price targets), issued by Osprey, the Company's predecessor company, in 2019 in connection with its initial public offering as a special purpose acquisition company.

Warrant Valuation

Equity warrants that are classified as derivative liabilities must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration and are included in derivative liabilities in the Company's consolidated balance sheets.

Equity warrants that are classified as derivative liabilities are included in derivative liabilities in the Company's consolidated balance sheets and must be measured at fair value upon issuance and re-valued at the end of each reporting period through expiration.

Any change in fair value between the respective reporting dates is recognized as an unrealized gain or loss in the accompanying consolidated statements of operations and comprehensive loss (see Note 22).

The Company's derivative liabilities were made up of only equity warrants and the Sponsor Shares as of December 31, 2024 and 2023.

As of December 31, 2025 and 2024, the Company's derivative liabilities included only equity warrants and the Sponsor Shares.

The following table is a summary of the number of shares of the Company’s Class A common stock issuable upon exercise of warrants at December 31, 2025:

Number of Shares Exercise Price Redemption Price Expiration Date Classification Loss in Value for the Year Ended December 31, 2024 Fair Value as of December 31, 2024

(in thousands) (in thousands)

Public Warrants 1,977 $ 92.00 $ 144.00 9/9/2026 Liability $ 933 $ 1,728

Private Placement Warrants - Issued October 2019 520 92.00 144.00 9/9/2026 Liability 68 484

Private Placement Warrants - Issued October 2019 520 160.00 144.00 9/9/2026 Liability 62 229

Private Placement Warrants - Issued March 2023 2,050 17.61 N/A 9/8/2028 Liability 1,353 13,820

In addition, the Company has 221 thousand Class A common stock warrants outstanding which have an exercise price of $ 0.88 and expiration dates from June 27, 2028 to October 31, 2029.

These warrants are equity classified and were included in additional paid-in capital in the Company’s consolidated balance sheets.

Other Income (Expense)

Years Ended December 31,

Number of Shares

Exercise Price

Redemption Price

Expiration Date

Classification

(Gain) Loss in Value for the Year Ended December 31, 2025

Fair Value as of December 31, 2025

(in thousands)

Transaction costs associated with debt and equity financings $ — $ ( 1,738 )

Other 3 ( 69 )

$ 3 $ ( 1,807 )

(in thousands)

Public Warrants

Private Placement Warrants - Issued October 2019

Private Placement Warrants - Issued March 2023

In July 2025, holders exercised 611 thousand of the March 2023 Private Placement Warrants, resulting in proceeds of $ 10.8 million to the Company in exchange for shares of Class A common stock.

The Company recognized a net loss, which was recorded to loss on derivatives in the consolidated statements of operations and comprehensive loss, of $ 1.2 million related to the exercised warrants during the year ended December 31, 2025.

In addition, the Company has 221 thousand Class A common stock warrants outstanding that have an exercise price of $ 0.88 and expiration dates from June 27, 2028 to October 31, 2029.

These warrants are equity classified and were included in additional paid-in capital in the Company’s consolidated balance sheets.

Stockholders’ Equity

1 unchanged sentence

As of December 31, 2025, the Company was authorized to issue 300.0 million shares of Class A common stock and 100.0 million shares of preferred stock.

Issued and outstanding stock as of December 31, 2024 consisted of 31.0 million and 30.7 million shares of Class A common stock, respectively.

Issued and outstanding stock as of December 31, 2025consisted of 36.2 million and 35.9 million shares of Class A common stock and 2024, respectively.

The par value of each share of the Class A common stock is $ 0.0001 per share.

The Company had reserved shares of Class A common stock for issuance in connection with the following:

December 31, December 31,

(in thousands)

Common stock warrants (exercisable for Class A common stock) treated as equity 221 221

Stock options outstanding 876 1,043

Convertible Senior Notes

Restricted stock units outstanding

Public Warrants (exercisable for Class A common stock) treated as liability 1,977 1,977

Private Placement Warrants (exercisable for Class A common stock) treated as liability

Public Warrants (exercisable for Class A common stock) treated as liability

Stock options outstanding

Common stock warrants (exercisable for Class A common stock) treated as equity

Shares available for future grant

Total Class A common stock reserved

The Company has approximately 0.3 million Sponsor Shares that are subject to specific lock-up provisions and potential forfeitures depending upon the post-Merger performance of the Company’s Class A common stock (the “Lock-Up Sponsor Shares”), and therefore are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period.

As a result, as of December 31, 2024 and 2023, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $ 1.7 million and $ 1.3 million, respectively.

The Sponsor Shares are required to be recorded as derivative liabilities at their fair value and adjusted to fair value at each reporting period.

As a result, the Company's derivative liabilities in the consolidated balance sheets included Sponsor Shares of $ 2.8 million and $ 1.7 million as of December 31, 2025 and 2024, respectively.

The Company recorded a $ 1.1 million loss on derivatives in the Company’s consolidated statements of operations and comprehensive loss for the year ended December 31, 2025 related to the fair value adjustments of these Sponsor Shares.

The Sponsor Shares have the following provisions:

Contractual Life Seven years from the closing date of the Merger

Release Provision Exactly half of the Lock-Up Sponsor Shares have a release provision (“Release”) at such time that the volume weighted average price (“VWAP”) is equal to, or greater than, $ 120.00 per share for ten of any twenty consecutive trading days.

The remaining Lock-Up Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $ 140.00 per share for ten of any twenty consecutive trading days.

Contractual Life

Seven years from the closing date of the Merger

Release Provision

Exactly half of the Sponsor Shares have a release provision (“Release”) at such time that the volume weighted average price (“VWAP”) is equal to, or greater than, $ 120.00 per share for ten of any twenty consecutive trading days.

The remaining Sponsor Shares Release at such time that the VWAP is equal to, or greater than, $ 140.00 per share for ten of any twenty consecutive trading days.

There is an additional provision for acceleration of the Release upon a defined change in control.

Forfeiture Provision If, within the seven year period, the Lock-Up Sponsor Shares have not met the Release provisions, the Lock-Up Sponsor Shares will automatically forfeit and be cancelled.

Forfeiture Provision

If, within the seven year period, the Sponsor Shares have not met the Release provisions, the Sponsor Shares will automatically forfeit and be cancelled.

Net Loss Per Share of Class A Common Stock

5 unchanged sentences

Shares used in the computation of basic and diluted net loss per share

21,443 16,931

The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding, as their effect would have been anti-dilutive during the years ended December 31, 2024 and 2023.

The potentially dilutive securities listed below were not included in the calculation of diluted weighted average common shares outstanding because their effect would have been anti-dilutive during the years ended December 31, 2025 and 2024.

Years Ended December 31,

(in thousands)

Restricted Class A common stock — 3

Class A common stock warrants 221 221

Stock options 876 1,043

Restricted stock units 2,419 2,017

Public Warrants (exercisable for Class A common stock) treated as liability 1,977 1,977

Convertible Senior Notes

Restricted stock units outstanding

Private Placement Warrants (exercisable for Class A common stock) treated as liability

Public Warrants (exercisable for Class A common stock) treated as liability

Stock options and ESPP shares

Sponsor Shares

Common stock warrants (exercisable for Class A common stock) treated as equity

Stock-Based Compensation

Legacy BlackSky adopted two equity incentive plans in prior years and issued equity and equity-based awards under the 2014 Equity Incentive Plan (the “2014 Plan”) and the Amended and Restated 2011 Equity Incentive Plan (the “2011 Plan”, together with the 2014 Plan, collectively the “Prior Plans”), which are now administered by the Company’s board of directors.

The Prior Plans are no longer active;

however, outstanding awards granted under these Prior Plans were not affected by the termination of the Prior Plans.

Both of the Prior Plans allowed the board of directors of Legacy BlackSky to grant stock options, designated as incentive or nonqualified, and other equity awards to employees, officers, directors, and consultants.

Stock options were granted with an exercise price per share equal to at least the estimated fair value of the underlying shares of Legacy BlackSky Class A common stock on the date of grant.

The vesting period was determined through individual award agreements and was generally over a four-year period.

Awards generally expired 10 years from the date of grant.

As of December 31, 2024, the Company had no options outstanding under the 2011 Plan and 93 thousand options outstanding under the 2014 Plan.

In connection with the Merger, the Company adopted its 2021 Equity Incentive Plan (the "2021 Plan", together with the Prior Plans, collectively the “Plans”) under which it has granted equity awards following the

Merger and the Company adopted its ESPP under which eligible employees began participating in December 2023.

The stock-based compensation expense attributable to continuing operations is included in the consolidated statements of operations and comprehensive loss as indicated in the table below:

During the years ended December 31, 2025 and 2024, the Company granted equity awards under the 2021 Equity Incentive Plan and the 2021 Employee Stock Purchase Plan.

Stock-based compensation expense is included in the consolidated statements of operations and comprehensive loss as indicated in the table below:

Years Ended December 31,

(in thousands)

Imagery & software analytical service costs, excluding depreciation and amortization $ 173 $ 242

Professional & engineering service costs, excluding depreciation and amortization 470 502

Space-based intelligence & AI services costs, excluding depreciation and amortization

Mission solutions costs, excluding depreciation and amortization

Advanced technology programs costs, excluding depreciation and amortization

Selling, general and administrative

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Stock Options

Following the Merger, the outstanding stock options issued under the 2011 Plan and the 2014 Plan may be exercised (subject to their original vesting, exercise and other terms and conditions) to purchase a number of shares of Class A common stock equal to the number of shares of Legacy BlackSky Class A common stock, as adjusted for the common stock exchange ratio in the Merger, subject to the same terms and conditions as were applicable to such Legacy BlackSky stock option (each an “Assumed Company Stock Option”).

The exercise price per share of each Assumed Company Stock Option was equal to the quotient obtained by dividing the exercise price per share applicable to such Legacy BlackSky stock option by the common stock exchange ratio.

The Black-Scholes option pricing model is used to determine the fair value of stock options granted.

The Company utilized assumptions concerning expected term, a risk-free interest rate, and expected volatility to determine such values.

The Company did not grant any stock options in the year ended December 31, 2024.

The Company granted stock options in the year ended December 31, 2025;

no options were granted during 2024.

A summary of the weighted-average assumptions used by the Company during the year ended December 31, 2025 is presented below:

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Weighted-average risk-free interest rate

Volatility 31.20 %

Expected term (in years)

Dividend rate

Legacy BlackSky historically adjusted the exercise price of certain outstanding stock options.

A summary of the Company’s stock option activity under the Plans during the year ended December 31, 2024 is presented below:

Options Weighted-Average Exercise Price Weighted Average Contractual Term Aggregate Intrinsic Value

(in thousands) (in years) (in thousands)

A summary of the Company’s stock option activity during the year ended December 31, 2025 is presented below:

Weighted-Average Exercise Price

Weighted Average Contractual Term

Aggregate Intrinsic Value

(in thousands)

Outstanding - January 1, 2025

Exercised ( 23 ) 0.10

Forfeited ( 202 ) 49.57

Outstanding - December 31, 2025

Exercisable - December 31, 2025

For stock options exercised, intrinsic value is calculated as the difference between the estimated fair value on the date of exercise and the exercise price.

The total intrinsic value of stock options exercised during the years ended December 31, 2024 and 2023 was $ 0.2 million and $ 0.6 million, respectively.

The total fair value of stock options vested during the years ended December 31, 2024 and 2023 was $ 2.3 million and $ 2.0 million, respectively.

For exercised stock options, intrinsic value is calculated as the difference between the estimated fair value on the date of exercise and the exercise price.

The total intrinsic value of exercised stock options during the years ended December 31, 2025 and 2024 was $ 0.2 million for each period.

The total fair value of vested stock options during the years ended December 31, 2025 and 2024 was $ 1.4 million and $ 2.3 million, respectively.

As of December 31, 2025, there was $ 4.2 million of total unrecognized stock-based compensation expense, which is expected to be recognized over a weighted-average period of 1.9 years.

Restricted Stock Units

The Company granted an aggregate of 1.3 million RSUs to certain employees and service providers during the year ended December 31, 2024 under the 2021 Plan.

The general vesting provisions are that 25 % will vest on the one -year anniversary of the vesting commencement date and 75 % will vest ratably over twelve consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs.

The Company granted an aggregate of 1.3 million RSUs to certain employees and service providers during the year ended December 31, 2025.

The Company has two standard vesting provisions:

(1) that 25 % of the award will vest on the one -year anniversary of the vesting commencement date and 75 % will vest ratably over twelve consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 25 % of the RSUs or (2) that 33 % of the award will vest on the one-year anniversary of the vesting commencement date and 67 % will vest ratably over eight consecutive quarters on specified quarterly vesting dates, with the first of such quarterly vesting dates occurring at least three months after the vesting of the initial 33 % of the RSUs.

A summary of the Company’s nonvested RSU activity during the year ended December 31, 2025 is presented below:

Restricted Stock Units Weighted-Average Grant-Date Fair Value

Restricted Stock Units

Weighted-Average Grant-Date Fair Value

(in thousands)

Nonvested - January 1, 2025

Granted 1,319 7.48

Vested ( 852 ) 15.52

Canceled ( 64 ) 12.87

Nonvested - December 31, 2025

During the year ended December 31, 2024, 48 thousand of the vested, but not yet issued, RSUs were withheld to satisfy payroll tax withholding obligations, which was recorded to additional paid-in capital totaling $ 1.6 million.

During the year ended December 31, 2025, 108 thousand of the vested, but not issued, RSUs were withheld to satisfy payroll tax withholding obligations, which was recorded to additional paid-in capital totaling $ 2.7 million.

Unrecognized compensation costs related to nonvested RSUs totaled $ 25.5 million as of December 31, 2025, which is expected to be recognized over a weighted-average period of 2.3 years.

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Short-term lease expense

Sublease income

Total rent expense

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As of December 31, 2025 and 2024, supplemental operating lease balance sheet information consisted of the following:

December 31, December 31,

(in thousands)

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Operating cash flows for operating leases

$ 1,102 $ 586

ROU assets obtained in exchange for new lease liabilities

$ 5,450 $ 222

Weighted average remaining lease term (in years)

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Amount Due to Related Party as of

Total Payments in the Years Ended December 31, December 31, December 31,

Total Payments in the Years Ended December 31,

Nature of Relationship

Name Description of the Transactions (in thousands)

LeoStella (1)

Description of the Transactions

(in thousands)

Former Joint Venture with Thales Alenia Space

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The Company contracted with LeoStella for the design, development and manufacture of satellites to operate its business.

In November 2024, the Company acquired the remaining 50 % of common units of LeoStella and LeoStella became a wholly-owned subsidiary of BlackSky.

$ 27,127 $ 23,910 N/A

Ursa Space Systems Strategic Partner The chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems.

In November 2024, the Company acquired the remaining 50 % of common units of BlackSky Satellite Systems, fka LeoStella, which is now a wholly-owned subsidiary of BlackSky.

Ursa Space Systems

Strategic Partner

The Chairman of the Company’s board of directors, Will Porteous, is also an investor and member of the board of directors of Ursa Space Systems.

The Company has a non-cancelable operational commitment with Ursa Space Systems.

500 458 42 42

Thales Alenia Space Shareholder and Parent of Wholly-owned Subsidiary, Seahawk (Debt Issuer) Design, development and manufacture of telescopes.

5,560 8,092 — 750

Seahawk Debt Issuer and subsidiary of Thales Alenia Space In 2019, the Company raised and converted $ 18.4 million from prior debt into new, outstanding debt and issued 13.5 million warrants to purchase Legacy BlackSky common stock.

570 375 25,072 22,793

Intelsat Debt Issuer In 2019, the Company entered into a term loan facility for $ 50.0 million and issued 20.2 million warrants to purchase Legacy BlackSky common stock.

1,844 1,042 67,962 61,785

(1) For the year ended December 31, 2024, the total payments to LeoStella presented are from January 1, 2024 through the acquisition date of November 6, 2024.

Subsequent to the acquisition date, all payments to and from LeoStella are considered intercompany transactions and are eliminated in consolidation.

Thales Alenia Space

Shareholder and Parent of Wholly-owned Subsidiary, Seahawk

Design, development and manufacture of telescopes.

Subsidiary of Thales Alenia Space

In 2019, the Company raised and converted $ 18.4 million from prior debt into new, outstanding debt and issued 13.5 million warrants to purchase Legacy BlackSky common stock.

In July 2025, the Company repaid all debt outstanding and accrued interest to Seahawk.

Intelsat Jackson Holdings, S.A.

("Intelsat"), which is now part of SES

Former debt Issuer

In 2019, the Company entered into a term loan facility for $ 50.0 million and issued 20.2 million warrants to Intelsat to purchase Legacy BlackSky common stock.

In July 2025, the Company repaid all debt outstanding and accrued interest to Intelsat.

The Company recorded revenue from related parties of $ 2.3 million and $ 4.3 million for the years ended December 31, 2025 and 2024, respectively.

Accounts receivable from related parties was $ 0 as of December 31, 2024 and December 31, 2023.

Interest on the term loan facility is accrued and is due semi-annually.

As of December 31, 2025 and 2024, the Company had $ 3.9 million and $ 11.2 million, respectively, of contract assets from related parties, which the Company anticipates receiving as payments over the next 12 months.

As of December 31, 2025, the amounts invoiced by the Company and due from related parties were $ 9.6 million.

As of December 31, 2024, the amounts invoiced by the Company and due from related parties were not significant.

Prior to repaying the term loan facility in July 2025, interest was accrued and due semi-annually.

The Company made interest payments of $ 3.8 million and $ 2.4 million during the years ended December 31, 2025 and 2024, respectively.

As of December 31, 2024, the Company had interest due to related parties of $ 1.9 million, of which $ 0.4 million is to be paid as cash interest on a semi-annual basis and was included in other current liabilities and $ 1.5 million is paid in kind as principal due on the maturity date and was included in other liabilities.

As of December 31, 2023, the Company had interest due to related parties of $ 1.7 million, of which $ 0.3 million was included in other current liabilities and $ 1.4 million was included in other liabilities.

In July 2025, the Company repaid the term loan facility from related parties in its entirety plus accrued interest in the amount of $ 100.2 million.

Fair Value of Financial Instruments

The following tables present information about the Company’s liabilities that are measured at fair value on a recurring basis as of December 31, 2025 and 2024 and indicate the fair value hierarchy level of the valuation techniques and inputs that the Company utilized to determine such fair value:

December 31, 2024 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs

(Level 1) (Level 2) (Level 3)

December 31, 2025

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(in thousands)

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Sponsor Shares

$ 1,728 $ — $ 16,236

December 31, 2023 Quoted Prices in Active Markets Significant Other Observable Input Significant Other Unobservable Inputs

(Level 1) (Level 2) (Level 3)

December 31, 2024

Quoted Prices in Active Markets

Significant Other Observable Input

Significant Other Unobservable Inputs

(in thousands)

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Sponsor Shares

$ 795 $ — $ 14,354

The carrying values of the following financial instruments approximated their fair values as of December 31, 2025 and 2024 based on their short-term maturities:

cash and cash equivalents, restricted cash, short-term investments, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, short-term debt, and other current liabilities.

cash and cash equivalents, restricted cash, short-term investments, accounts receivable, prepaid expenses, other current assets, accounts payable, accrued liabilities, and other current liabilities.

See Note 7—“Business Acquisition” for additional information on the fair value of assets acquired via business acquisition.

There were no transfers into or out of any of the levels of the fair value hierarchy during the years ended December 31, 2025 or 2024.

Changes in the fair value of the Level 3 liabilities during the year ended December 31, 2023 of $ 11.3 million included the Sponsor Shares, the October 2019 Private Placement Warrants, and the March 2023 Private Placement Warrants.

The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2024:

Sponsor Shares Private Placement Warrants - Issued October 2019 Private Placement Warrants - Issued March 2023

The following is a summary of changes in the fair value of the Level 3 liabilities during the year ended December 31, 2025 and 2024:

Sponsor Shares

Private Placement Warrants - Issued October 2019

Private Placement Warrants - Issued March 2023

(in thousands)

Balance as of January 1, 2025

Warrant exercises

Loss (gain) from changes in fair value

Balance as of December 31, 2025

Sponsor Shares

Private Placement Warrants - Issued October 2019

Private Placement Warrants - Issued March 2023

(in thousands)

Balance as of January 1, 2024

Loss from changes in fair value

399 130 1,353

Balance as of December 31, 2024

Commitments and Contingencies

The Company leases office space under various non-cancellable operating leases with varying lease expiration dates through 2036.

The Company leases office space under several non-cancellable operating leases with varying lease expiration dates through 2036.

Future minimum lease payments under non-cancellable office leases as of December 31, 2025 are as follows:

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For the years ending December 31,

Thereafter 7,496

Total lease payments

imputed interest ( 5,583 )

Less Imputed Interest

Present value of lease liabilities

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Legal Proceedings

From time to time, the Company may become involved in various claims and legal proceedings arising in the ordinary course of business, which, by their nature, are inherently unpredictable.

Regardless of outcome, litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

From time to time, the Company may become involved in various claims and legal proceedings arising in the ordinary course of business, that, by their nature, are inherently unpredictable.

Regardless of outcome,

litigation and other legal proceedings can have an adverse impact on the Company because of defense and settlement costs, diversion of management resources and other factors.

On May 7, 2024, a putative class action relating to the Merger of Legacy BlackSky on September 9, 2021 with a wholly-owned subsidiary of Osprey was filed in the Delaware Court of Chancery.

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JANA Partners LLC;

and a director

of Legacy BlackSky.

and a director of Legacy BlackSky.

The Drulias complaint seeks, among other things, damages and attorneys’ fees and costs.

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The Court of Chancery granted Drulias’ motion to (i) consolidate the Drulias and Cheriyala actions, and (ii) appoint Drulias as lead plaintiff, and Drulias’ counsel as lead counsel, in the consolidated action.

Though BlackSky Technology Inc.

is not named in either suit, the Company expects to have certain indemnification requirements of directors, officers and former directors and officers.

On April 15, 2025, Drulias sought to withdraw as the lead plaintiff.

That same day, Patrick Plumley (“Plumley”) moved to intervene as a plaintiff in the consolidated action.

The Court of Chancery granted Cheriyala’s and Plumley’s stipulation to (i) permit Drulias to withdraw as the lead plaintiff, (ii) permit Plumley to intervene as a plaintiff, and (iii) appoint Cheriyala and Plumley as co-lead plaintiffs, and Cheriyala’s and Plumley’s counsel as co-lead counsel, in the consolidated action.

The parties attended private mediation on September 9, 2025.

The parties thereafter reached an agreement on a stipulation of settlement memorializing the terms of the settlement, which was filed with the Court of Chancery on January 7, 2026.

See Note 12—“Other Current Liabilities” of the notes to the consolidated financial statements for further information on this settlement.

A hearing with the Court to consider approval of the settlement has been scheduled for April 17, 2026.

The costs of this case, including the pending settlement, if approved by the Court, will be substantially funded from insurance proceeds and are not expected to have a material impact on the Company's operations or financial condition.

See Note 8—“Prepaid Expenses and Other Current Assets” of the notes to the consolidated financial statements for further information on the insurance proceeds.

Other Commitments

The Company entered into a non-refundable commitment during the year ended December 31, 2024 for launch insurance, which will cover the risk of total or partial loss for multiple upcoming satellite launches.

The minimum commitment associated with the launch insurance is $ 6.0 million.

In addition to the commitment above, the Company entered into various operational commitments for the next several years totaling $ 5.6 million as of December 31, 2024.

Concentrations, Risks, and Uncertainties

The Company has a concentration of contractual revenue arrangements with the U.S.

federal government and agencies as well as with international governments.

Accounts receivable related to U.S.

federal government and agencies was $ 11.2 million and $ 6.0 million as of December 31, 2024 and 2023, respectively.

The Company had the following customers whose revenue and accounts receivable balances individually represented 10% or more of the Company’s total revenue:

Years Ended December 31,

(in thousands)

federal government and agencies 60 % 62 %

Customer B 16 % 14 %

Customer C 12 % *

Accounts Receivable

As of December 31,

(in thousands)

federal government and agencies 76 % 83 %

Customer B * *

Customer C * *

* Revenue and/or accounts receivable from these customers were less than 10% of total revenue and/or accounts receivable during the period.

The Company generally extends credit on account, without collateral.

Outstanding accounts receivable balances are evaluated by management, and accounts are reserved when it is determined collection is not probable.

As of December 31, 2024 and 2023, the Company evaluated the realizability of the aged accounts receivable, giving consideration to each customer’s financial history and liquidity position, credit rating and the facts and circumstances of collectability on each outstanding account, and did not have a significant reserve for uncollectible accounts.

During the year ended December 31, 2025, the Company entered into a commitment for non-refundable multi-launch and integration services.

The Company also entered into a commercial agreement with financing terms for multiple launches providing for $ 3.4 million to be paid upfront, and for $ 30.6 million, of which a portion will be drawn down equally per launch and will be repaid quarterly on a pro-rata basis across a three-year period after each successful launch milestone.

Payments will accrue interest at 9.5 % per annum.

The Company may prepay at any time until the maturity date without premium or penalty.

As of December 31, 2025, the minimum commitment associated with the multi-launch and integration services agreements was $ 8.0 million.

Under certain circumstances, a default interest rate will apply on all outstanding and payable obligations during the existence of an event of default under the Loan Agreement at 18.9 % per annum above the applicable interest rate.

See Note 15—"Debt and Other Financing" for further detail on the satellite launch vendor financing.

In addition to the above, the Company entered into various operational commitments for the next several years totaling $ 30.1 million as of December 31, 2025.

Subsequent Events

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures